Revenue Performance - Revenue for the nine months ended September 30, 2025, was $13,806,059, a decrease of $1,315,921 or 9% compared to $15,121,980 for the same period in 2024[127] - Revenue decreased by $2,130,830, or 34%, for the three months ended September 30, 2025, compared to the same period in 2024[134] Cost and Expenses - Cost of revenue increased by $200,458, or 4%, for the nine months ended September 30, 2025, primarily due to an increase in simulator costs of $338,627[129] - Cost of revenues decreased by $665,465, or 35%, for the three months ended September 30, 2025, primarily due to the decrease in revenue[135] - Total operating expenses rose by $1,844,917, or 17%, for the nine months ended September 30, 2025, driven by a 55% increase in professional fees and a 105% increase in other selling, general, and administrative expenses[130] - Total operating expenses increased by $520,410, or 15%, for the three months ended September 30, 2025, with selling, general and administrative expenses rising by $1,761,630, or 111%[136] Operating Loss - The company recorded an operating loss of $4,217,744 for the nine months ended September 30, 2025, compared to an operating loss of $856,448 for the same period in 2024[127] - Other income (expenses) increased by $6,977,370, or 336%, for the nine months ended September 30, 2025, primarily due to a loss on extinguishment of debt of $6,135,160[131] - Other income (expenses) increased by $5,232,069, or 561%, for the three months ended September 30, 2025, mainly due to a loss on extinguishment of debt[137] Cash Flow and Working Capital - As of September 30, 2025, cash on hand was $13,535,121, with a working capital surplus of $4,159,517, compared to a deficiency of $982,237 as of December 31, 2024[138] - Net cash used in operating activities was $1,978,411 for the nine months ended September 30, 2025, primarily due to a net loss of $13,270,036[143] - Net cash used in investing activities was $2,493,600 for the nine months ended September 30, 2025, due to an increase in capitalized software[145] - Net cash provided by financing activities was $7,125,055 for the nine months ended September 30, 2025, primarily from PIPE Convertible Notes and Series A Preferred Warrants[147] - Current assets increased to $19,158,839 as of September 30, 2025, from $14,792,931 as of December 31, 2024[141] Strategic Initiatives - The Company anticipates continued operating losses as it executes its development plans for 2025 and other strategic initiatives[139] Product and User Engagement - The company’s software, TruGolf E6 Connect, records an average of over 725,000 indoor golf shots per day, indicating strong user engagement[121] - The latest launch monitor, Apogee, features a voice command system and a laser indicator, enhancing user experience and accuracy[118] - The company’s hardware offerings range from entry-level pricing just under $400 to over $100,000 for custom projects, catering to a wide consumer base[119] - The Virtual Golf Association (VGA) allows users to earn points through gameplay, creating a gamified experience and enhancing user retention[122] Deferred Revenues - Deferred revenues increased due to changes in how the company sold its content subscription licenses during the nine months ended September 30, 2025[128]

As filed with the Securities and Exchange Commission on September 9, 2025 Registration No. 333-288219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 3 TO FORM S-1 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 85-3269086 (I.R.S. Employer Identification Number) 60 North 1400 West Centerville Utah 84014 (801) 298-1997 (Address, including zip code, and telephone number, including area c ...

As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. 333-288219 (Exact name of Registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 TRUGOLF HOLDINGS, INC. area code, of agent for service) Copies of all communications, including communications sent to the agent for service, to: (State or other jurisdiction of incorporation or organi ...

Revenue Performance - Revenue for the six months ended June 30, 2025, was $9,700,094, an increase of $814,909 or 9% compared to $8,885,185 for the same period in 2024[122]. - Revenue increased by $437,701, or 11%, for the three months ended June 30, 2025, compared to the same period in 2024, driven by greater product acceptance and market penetration[131]. - The increase in revenue is attributed to greater product acceptance and market penetration within the industry[125]. Cost and Expenses - Cost of revenue increased by $865,924 or 27%, reaching $4,125,158 for the six months ended June 30, 2025, primarily due to inventory adjustments and costs related to the TruTrack product[126]. - Cost of revenues rose by $1,098,747, or 85%, for the three months ended June 30, 2025, primarily due to inventory adjustments and increased costs related to the TruTrack product[132]. - Total operating expenses rose by $1,324,509 or 18%, totaling $8,719,186 for the six months ended June 30, 2025, with selling, general, and administrative expenses increasing by $1,519,387 or 40%[127]. - Total operating expenses increased by $423,938, or 13%, for the three months ended June 30, 2025, with selling, general, and administrative expenses rising by $619,470, or 31%[133]. Operating Loss - Operating loss for the six months ended June 30, 2025, was $3,104,250, compared to a loss of $1,728,726 for the same period in 2024, reflecting a variance of $1,375,524[123]. - The company anticipates continued operating losses as it executes its development plans for 2025 and other strategic initiatives[136]. Other Income and Cash Flow - Other income (expenses) increased by $1,745,076 or 153%, resulting in a total of $(2,887,542) for the six months ended June 30, 2025, primarily due to interest and amortization expenses[128]. - Other income (expenses) increased by $667,157, or 85%, for the three months ended June 30, 2025, mainly due to interest and amortization expenses related to PIPE Convertible Notes[134]. - Net cash used in operating activities was $1,354,546 for the six months ended June 30, 2025, primarily due to a net loss of $5,991,792[139]. - Net cash provided by financing activities was $2,246,572 for the six months ended June 30, 2025, mainly from net proceeds of PIPE Convertible Notes[142]. Assets and Liabilities - As of June 30, 2025, cash on hand was $10,159,359, with a working capital surplus of $6,554,656, compared to a deficiency of $982,237 as of December 31, 2024[135]. - Current assets increased to $20,985,256 as of June 30, 2025, primarily due to the recognition of a $5,651,310 asset related to Series A Preferred Stock[137]. - The increase in current liabilities was primarily due to the reclassification of $3,734,900 in PIPE Convertible Notes from non-current to current liabilities[137]. Product Development and Initiatives - The latest launch monitor, Apogee, features a voice command system and a laser indicator, aimed at improving user experience and accuracy[115]. - TruGolf's software, E6 Connect, records over 725,000 indoor golf shots per day and integrates with approximately 90% of golf technology hardware in the market[117]. - The company has established the Virtual Golf Association (VGA), allowing users to earn points through gameplay and compete in worldwide leaderboard events[118]. Stock and Shareholder Information - A reverse stock split of 1-for-50 was executed on June 23, 2025, reducing Class A common shares from 40,532,150 to 810,617[120].

Revenue and Profitability - Revenue for the three months ended March 31, 2025, was $5,389,230, an increase of $377,208 or 8% compared to $5,012,022 for the same period in 2024[181] - Total gross profit increased by $610,032, reaching $3,663,031 for Q1 2025, compared to $3,052,999 in Q1 2024[181] Costs and Expenses - Cost of revenues decreased by $232,824, or 12%, from $1,959,023 in Q1 2024 to $1,726,199 in Q1 2025, primarily due to lower inventory adjustments and shipping costs[182] - Operating expenses rose by $900,571, or 23%, from $3,913,684 in Q1 2024 to $4,814,255 in Q1 2025, driven mainly by increased selling, general, and administrative expenses[183] Cash Flow and Liquidity - As of March 31, 2025, cash on hand was $12,615,820, an increase from $10,882,077 as of December 31, 2024, reflecting improved liquidity[186] - Net cash used in operating activities was $449,119 for Q1 2025, primarily due to a net loss of $2,670,322 and an increase in inventory of $1,503,632[190] - Net cash provided by operating activities was $2,668,617 for Q1 2024, mainly from the liquidation of marketable securities amounting to $2,478,953[191] - Net cash used in investing activities was $334,690 for Q1 2025, resulting from an increase in capitalized software of $270,531 and equipment purchases of $64,159[192] - Net cash provided by financing activities was $2,517,552 for Q1 2025, primarily due to $2,520,000 of net proceeds from PIPE Convertible Notes[193] - Net cash provided by financing activities was $92,128 for Q1 2024, with net proceeds from a merger totaling $2,237,213[193] - The company reported a decrease in cash flows from operating activities compared to the previous year, reflecting a significant net loss[190] Business Developments - The company began rolling out its franchise model during Q1 2025, contributing to revenue growth[181] - TruGolf's software records an average of over 725,000 indoor golf shots per day, indicating strong user engagement[176] - The company has leveraged its position to establish the Virtual Golf Association, enhancing user interaction and engagement through gamified experiences[178] Liabilities and Risks - The company experienced an increase in accrued and other current liabilities of $1,823,760 during Q1 2025[190] - There were no material changes in market risk as per the latest disclosures in the annual report[194] Other Income and Losses - Other income (expenses) surged by $1,077,919, or 301%, resulting in a loss before income taxes of $2,670,322 for Q1 2025, compared to a loss of $1,301,864 in Q1 2024[185]

Market Overview - The total addressable market for golf products in 2022 was estimated at $1.4 billion, with a forecasted CAGR of 11.05%, expected to reach $3.8 billion by 2031[26]. - TruGolf currently maintains a 4.28% market share in the golf products market, with 69% of the total market derived from indoor golf simulators[26]. - In 2022, there were over 15.5 million golfers participating exclusively in off-course activities, marking a 13% year-over-year increase compared to a 2% rise in on-course participation[25]. - The off-course golf market in 2022 was approximately $27.9 million, which has for the first time eclipsed on-course play[25]. Product Development and Innovation - The Apogee launch monitor is designed for easy installation and maintenance, with auto-calibration that reduces setup time from approximately 20-30 minutes to under five minutes[40]. - The company is working with a video game company to utilize a new dynamic graphics engine for photorealistic golf courses through its E6 software[24]. - The company aims to unlock exclusive features in the forthcoming version of its E6 Connect software by providing its own Apogee launch monitor[42]. - The E6 Apex software features a powerful graphics engine that recreates golf courses with pixel accuracy within 2 inches on fairways and 2 centimeters on greens[47]. - The company plans to launch new products, including the next generation of Apogee and the Mini Trainer, while phasing out legacy products[73]. - The latest launch monitor, Apogee, features a voice command system and a laser indicator, enhancing user experience and accuracy[205]. - TruGolf's hardware offerings range from entry-level pricing just under $400 to over $100,000 for custom projects, catering to a wide consumer base[206]. Business Strategy and Growth - The company plans to launch a franchise solution to capitalize on the growing demand for commercial indoor golf offerings[28]. - The company plans to franchise indoor golf entertainment venues, requiring a minimum monthly recurring subscriber revenue to ensure profitability prior to operations[52]. - The company has signed a Joint Venture agreement in China to manage distribution across Asia, aiming to expand its market presence[215]. - International sales growth is a key element of the company's growth strategy, but it faces risks from corruption and regulatory compliance in foreign markets[118]. - The company has established the Virtual Golf Association, providing a gamified experience for users and enhancing community engagement[208]. - The company plans to continue significant investments in its sales and marketing organization to facilitate product adoption and brand awareness[215]. Financial Performance and Risks - The company expects first and fourth quarter seasonality to remain consistent due to persistent cold and wet weather patterns across North America, Europe, and Asia[85]. - The company anticipates increased sales during the fourth quarter due to holiday-related purchases and heightened demand from golfers[74]. - The company faces risks related to increasing costs of raw materials, labor, and freight, which could negatively affect gross margins and profitability[114]. - The company is sensitive to consumer spending and economic conditions, with potential adverse effects from geopolitical events and macroeconomic factors such as inflation and consumer confidence[140]. - A downturn in the global economy could disproportionately impact consumer purchases of discretionary premium sporting goods, adversely affecting financial position[141]. - The company has identified a material weakness in internal controls, which could lead to unreliable financial reporting and misinformation dissemination[143]. - The cost of maintaining public company requirements is estimated to exceed $250,000 per year, potentially affecting the company's ability to continue as a going concern[146]. - The company may face challenges in integrating new products with existing systems, which could inhibit sales and affect operating results[151]. Operational Insights - The company employs approximately 72 employees, with 71 being full-time and one part-time, many of whom work remotely[95]. - The company leases two facilities, with the primary facility in Centerville, Utah, housing over half of the staff and supporting research and development, manufacturing, and logistics[96]. - The company entered into a five-year lease for approximately 13,000 square feet in North Salt Lake, Utah, with a first-year monthly rent of $10,457 and a 3% annual escalation[99]. - The company maintains an insurance policy covering professional liability, general liability, and cybersecurity risks, including product liability coverage[101]. Market Competition - The company operates in a highly competitive market with key competitors like Trackman and FullSwing, which offer proprietary software solutions[76]. - The company's flagship software, E6 Connect, is compatible with nearly every major launch monitor, enhancing its competitive edge[80]. - The sports equipment industry is highly competitive, with intense competition affecting pricing, marketing, and consumer demand[130]. Consumer Engagement and Marketing - Approximately 80% of the company's marketing efforts focus on lead generation through various channels, including SEO and social media campaigns[66]. - TruGolf's software records an average of over 725,000 indoor golf shots per day, indicating strong user engagement[207]. - The company aims to attract new consumers, including female and young demographics, while retaining core consumer loyalty to avoid adverse effects on net sales[122]. Stock and Corporate Governance - As of April 14, 2025, the company had 29,881,672 shares of Class A common stock issued and outstanding, with current directors and executive officers owning approximately 16.8% of these shares[169]. - The company's stockholders' equity was reported at ($10,508,104), indicating non-compliance with Nasdaq's minimum stockholders' equity requirement of $10,000,000[173]. - The company received a notification for not maintaining a minimum bid price of $1 per share for 30 consecutive business days, with a compliance period ending on May 5, 2025[175]. - The company was notified that its market value of publicly held securities closed below the $15,000,000 threshold required for continued listing on Nasdaq, with a compliance period of 180 days from the notice date[176]. - The company has never declared or paid dividends on its common stock and does not anticipate doing so in the foreseeable future[198]. - The company is subject to significant stock price volatility, which may not correlate with its operating performance, exposing investors to potential losses[165]. - As of April 14, 2025, large shareholders, including officers and directors, held approximately 66.3% of the company's voting rights, potentially influencing corporate decisions[171]. Cybersecurity and Technology - The company has engaged an outside consulting firm to review its information systems and improve security measures[189]. - The company utilizes a Cloud-only architecture to minimize risks related to system downtime and data breaches[181]. - The company has not experienced any cybersecurity incidents that materially affected its business strategy or financial condition[187].

Financial Results - TruGolf Holdings, Inc. reported its financial results for the year ended December 31, 2024, on February 18, 2025[5]. - The press release detailing the financial results is attached as Exhibit 99.1[5]. - The financial statements and exhibits are part of the Current Report on Form 8-K[8]. Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[4]. - The company has not elected to use the extended transition period for complying with new financial accounting standards[4]. Regulatory Information - The report indicates that the information provided is not intended to be deemed "filed" under the Securities Exchange Act of 1934[6]. - The report was signed by Brenner Adams, Chief Growth Officer of TruGolf Holdings, Inc.[11].

Product Development and Technology - TruGolf's latest launch monitor, Apogee, features a unique voice command system and is designed to improve accuracy, enhancing user experience [170]. - TruGolf E6 Connect Software records an average of over 725,000 indoor golf shots per day, integrating with approximately 90% of golf technology hardware globally [172]. - TruGolf's business model aims to unify the golf technology industry by providing both hardware and software solutions, positioning itself as a central hub [176]. - The company has established a global network of authorized resellers and retail outlets for its hardware offerings, enhancing market reach [171]. - The Virtual Golf Association (VGA) allows users to earn points through gameplay, with a worldwide leaderboard format and various competitive events [173][175]. Financial Performance - Revenues for the three months ended September 30, 2024, were $6,236,795, an increase of $2,805,060 or 81.74% compared to $3,431,735 for the same period in 2023 [210]. - Gross profit for the same period was $4,312,702, reflecting an increase of $2,414,658 or 127.22% from $1,898,044 in 2023 [210]. - Operating expenses decreased by $781,334 or 18.51% to $3,440,421 for the three months ended September 30, 2024, compared to $4,221,755 in 2023 [214]. - Revenues for the nine months ended September 30, 2024, were $15,121,980, an increase of $1,333,280 or 9.67% compared to $13,788,700 for the same period in 2023 [220]. - Net loss for the nine months ended September 30, 2024, was $2,931,370, a reduction of $5,080,519 or 63.41% compared to a net loss of $8,011,889 for the same period in 2023 [219]. Cost and Expenses - The cost of revenues increased by $390,402 or 25.46% to $1,924,093 for the three months ended September 30, 2024, from $1,533,691 in 2023 [213]. - Cost of revenues increased by $651,899 or 14.39% to $5,183,328 for the nine months ended September 30, 2024, primarily due to inflationary pricing pressures on materials and shipping costs [221]. - Operating expenses decreased by $5,279,827 or 32.85% to $10,795,100 for the nine months ended September 30, 2024, mainly due to reduced payroll and selling, general, and administrative expenses [222]. Financing and Capital - TruGolf secured PIPE financing of up to $15.5 million through the issuance of senior convertible notes and warrants, with an initial closing generating gross proceeds of $4.185 million [179]. - The company recorded a PIPE Convertible Note of $4,650,000 with an original issue discount of $465,000 from a business combination completed on January 31, 2024 [227]. - The company expects significant cash requirements of $7,000,000 to $8,000,000 for employee salaries and benefits over the next 12 months [242]. - The company may need to raise additional capital or issue debt to support ongoing operations due to continued net losses and negative operating cash flows [238]. Cash and Debt Management - As of September 30, 2024, the company had cash and cash equivalents totaling $7,452,185, primarily invested in low interest checking or savings accounts [250]. - The company has a total fixed rate debt outstanding of $14,509,137, with variable rate lines of credit having a balance of $802,738 as of September 30, 2024 [251]. - The amount exceeding the federally insured limits in bank deposit accounts was $6,125,053 as of September 30, 2024 [252]. Compliance and Risk Management - TruGolf's management emphasizes the importance of maintaining compliance with Nasdaq listing requirements to ensure liquidity and trading of its securities [167]. - The company has established an incident response plan and team to address cybersecurity risks, although there is no assurance that these efforts will fully mitigate such risks [253]. Market Trends - The simulator/screen golf market has seen a surge, with 6.2 million Americans using golf simulators in the past year, a 73% increase compared to pre-pandemic levels [191]. - The company is expanding its sales force and international programs, with EMEA sales currently below 5% of total sales [195].

As filed with the Securities and Exchange Commission on September 23, 2024 Registration No. 333-277068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 TRUGOLF HOLDINGS, INC. (Exact name of Registrant as specified in its charter) (Primary Standard Industrial Classification Code Number) (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ...

As filed with the Securities and Exchange Commission on August 29, 2024 Registration No. 333-277068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 TRUGOLF HOLDINGS, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 85-3269086 (I.R.S. Employer Identification N ...