Note 3 — Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to the Company’s audited consolidated financial statements and notes for the years ended December 31, 2025 and 2024, included in the Registration Statement on Form S-1 (File No. 333-296763), initially filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2026, and declared effective on July 28, 2026 (as amended, the Registration Statement”).

Risks and Uncertainties

Certain global events including the duration and outcome of the military conflict between Russia and Ukraine and the United States and Iran, market volatility and other general economic factors that are beyond our control may impact our results of operations. These factors can include tariffs impacting global trade, interest rates, recession, inflation, unemployment trends, the threat or possibility of war, terrorism or other global or national unrest, political or financial instability, and other matters that influence our customers spending. Increasing volatility in financial markets and changes in the economic climate could adversely affect our results of operations.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), for interim financial information and the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. All intercompany transactions and balances have been eliminated in consolidation. The balance sheet as of December 31, 2025, has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information. Interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the results for the full year ending December 31, 2026. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the years ended December 31, 2025 and 2024, included in the Registration Statement.

Basis of Presentation — Conversion

Effective as of March 31, 2026, we effectuated a statutory conversion pursuant to which we converted from a Delaware corporation to a Nevada corporation (the “Resulting Entity”). Under the terms of the conversion plan, each outstanding share of common stock of the Company was converted into 1.630876537 shares of common stock of the Resulting Entity and the articles of incorporation and bylaws set forth in the plan of conversion became the articles of incorporation and bylaws of the Resulting Entity. All shares of the Company’s common stock, per-share data and related information included in the accompanying consolidated financial statements have been retroactively adjusted as though the conversion had been effected prior to all periods presented. Proportionate adjustments were also made to (i) the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and (ii) the number of shares issuable under the Company’s equity incentive plans and certain existing agreements.

The conversion increased the number of authorized shares of common stock, which was retroactively applied and did not affect the par value of the common stock.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company bases its estimates and judgments on historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company’s significant estimates consist of:

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and checking accounts. The Company considers all highly liquid investments with a maturity date of 90 days or less at the time of purchase to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had cash of $15,991 and $87,463, respectively, no cash equivalents and no restricted cash.

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement” (“ASC 820”) defines fair value as the amount at which an instrument could be exchanged in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect management’s assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three fair value levels in the fair value hierarchy based upon the level of inputs that are significant to fair value measurement: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability.

Revenue Recognition

The Company recognizes revenue when control is transferred of the promised products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from hardware sales and software subscription fees. Any sales tax, value added tax, and other tax the Company collects concurrent with revenue producing are excluded from revenue.

Hardware Revenue Recognition

For sales of hardware, the Company’s performance obligation is satisfied at the point in time when control of the product is transferred to the customer, which typically occurs upon product delivery to the customer. This is when the customer has title to the product and the risks and rewards of ownership. The delivery of products to the Company’s customers occurs as a physical product shipment from the Company’s third-party warehouses. The Company receives fixed consideration for sales of hardware products. The Company’s customers generally pay on placement of orders. The revenue from hardware in the three and six months ended June 30, 2026, was $204 and $1,217, respectively. The revenue from hardware in the three and six months ended June 30, 2025, was $14,770 and $15,364, respectively.

Software Subscription Revenue Recognition

The Company enters into subscription agreements with its customers whereby it grants access to its applications that utilizes specified golf tracking data collected from its GameGolf devices. The agreements are primarily for an annual term. The Company recognizes revenue from software agreements evenly over the subscription period using a time-based measure because the Company is providing continuous service and the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the data is delivered. The revenue from software subscriptions in the three and six months ended June 30, 2026, was $1,199 and $2,700, respectively. The revenue from software subscriptions in the three and six months ended June 30, 2025, was $399 and $605, respectively.

Arrangements with Multiple Performance Obligations

The Company enters into contracts containing multiple performance obligations, including hardware and complimentary subscription services. These contracts include a one-year subscription to the GameGolf mobile application (the “GameGolf App”) with the purchase of the hardware. The first performance obligation is the hardware delivered at the time of sale. The second performance obligation is the provision of subscription services, which allows users to sync, view, and access real-time data on the Company’s online dashboard and mobile applications.

The Company allocates revenue to all performance obligations based on their relative standalone selling prices (“SSP”). The Company’s process for determining its SSP considers multiple factors including consumer behaviors, the Company’s internal pricing model, and cost-plus margin and may vary depending upon the facts and circumstances related to each deliverable. SSP for the product/hardware reflects the Company’s best estimate of the selling prices if they were sold regularly on a stand-alone basis and comprise the majority of the arrangement consideration. SSP for access to the software subscription-based services is based on the price charged when sold separately.

Amounts allocated to the delivered product/hardware are recognized at the time of delivery, provided the other conditions for revenue recognition have been met. Amounts allocated to the software subscription service are deferred and recognized on a straight-line basis over the estimated usage period.

The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred when the amortization period would be one year or less. The Company applies a practical expedient to not consider the effect of a significant financing component as it expects that the period between transfer of control and payment from customer to be one year or less.

The Company accounts for shipping and handling fees billed to customers as revenue. Sales taxes and value added taxes (“VAT”) collected from customers which are remitted to governmental authorities are not included in revenue and are reflected as a liability on the consolidated balance sheets.

The Company provides a customary 30-day return policy as well as a limited warranty for one year. The Company warrants to the original purchaser that the Company’s hardware products purchased directly from the Company or from an authorized reseller shall be free from defects in material and workmanship under normal conditions of use during the warranty period. The warranty does not extend to any subsequent owners of the product. The Company has experienced minimal returns under the 30-day return policy and claims under the limited one-year warranty. As such, the Company has not recorded a liability related to the 30-day return policy and the one-year limited warranty.

At the time revenue is recognized, an estimate of future warranty costs is recorded as a component of cost of revenues. The estimate of future warranty costs is based on historical rates from similar products and projected warranty claim rates, historical and projected cost-per-claim and knowledge of specific product failures, if any, that are outside of the Company’s typical experience. The Company regularly reviews these estimates to assess the appropriateness of its recorded warranty liabilities and adjust the amounts as necessary. Factors that affect the warranty obligation include product failure rates, service delivery costs incurred in correcting the product failures, and warranty policies. Should actual product failure rates, use of materials or other costs differ from the Company’s estimates, additional warranty liabilities could be incurred, which could materially affect its results of operations. The estimates and assumptions used to reserve for product warranty have been accurate in all material respects. Based on historical experience, warranties are determined not be material as of June 30, 2026 and December 31, 2025 and as such no reserve for future warranty claims has been recorded for the periods then ended.

Contract Balances

Accounts receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. For certain contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under these contracts, the contract assets are reclassified to accounts receivable. Differences in timing between revenue recognition and cash collection result in contract assets and contract liabilities. The Company classifies contract assets as unbilled revenue. There was no unbilled revenue as of June 30, 2026, and December 31, 2025. Contract liabilities or deferred revenue represents the amounts billed or cash payments received in advance of revenue recognition at the end of the reporting period. These amounts are recorded in deferred revenue until revenue is recognized through delivery of products, performance under the subscription service or upon meeting the performance obligation. The Company had deferred revenue of $728 and $3,223 as of June 30, 2026, and December 31, 2025, respectively, all of which is expected to be recognized within the next twelve months.

Sales and Use Taxes

The Company presents transactional taxes such as sales and use tax collected from customers and remitted to government authorities on a net basis.

Net (Loss)/Income Per Share

The Company computes basic and diluted earnings per share by dividing net (loss)/income by the weighted average number of common stock outstanding during the period. Basic and diluted net (loss)/income per common stock were the same since the inclusion of common stock issuable pursuant to the exercise of options in the calculation of diluted net (loss)/income per common stock would have been anti-dilutive. The weighted average number of common stock considered for earnings per share are retrospectively adjusted for the conversion (see Note 3 — Basis of Presentation - Conversion for more information).

The following potentially dilutive shares were excluded from the computation of diluted net (loss)/income per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect:

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. All other warrants that do not meet the criteria for equity classification are accounted for as liabilities and measured at fair value, with changes in fair value recognized in the condensed consolidated statement of operations and comprehensive loss in each reporting period.

Preferred Stock

The Company’s preferred shares are assessed at issuance for classification as liability or equity and embedded features requiring bifurcation. The Company presents outside of permanent equity any preferred stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders; or (iii) has conditions for redemption that are not solely within the control of the issuer and for which all of the holders of equally and more subordinated equity instruments of the Company would not always be entitled to also receive the same form of consideration (for example, cash or shares) upon the occurrence of the event that gives rise to the redemption

Gain (Loss) on Modification/Extinguishment of Debt

In accordance with ASC 470, Debt (“ASC 470”), a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain/loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain/loss. Gain or loss on extinguishment of debt is calculated as the difference between the reacquisition price and net carrying amount of the debt, which includes unamortized debt issuance costs and the fair value of any related derivative instruments. For the six months ended June 30, 2026, the Company recorded a gain of $14,554 from the extinguishment of debt as non-operating income in the statements of operations.

Recently Issued and Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2025-05 Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide entities with a practical expedient to assume that conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets accounted for under Topic 606 when developing forecasts as part of estimating expected credit losses. The Company adopted ASU 2025-05 on January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires enhanced disclosures about types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization, in commonly presented expense captions. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior periods presented in the financial statements. This ASU will only impact our disclosures and not our financial condition and results of operations. The Company does not plan to early adopt the standard. The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on its financial statement disclosures.

In December 2025, the FASB issued ASU No. 2025-11 — Interim Reporting (Topic 270) with the goal of clarifying and reorganizing existing interim reporting guidance so it is easier for preparers to apply and understand. The update does not change the fundamental nature of interim reporting under U.S. GAAP or expand or reduce current interim disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. Entities may apply the amendments prospectively, retrospectively to any or all prior periods presented in the financial statements. The Company does not expect the changes to have a material impact on the condensed consolidated financial statements and are assessing when to adopt the standard.

In December 2025, the FASB issued ASU No. 2025-12 — Codification Improvements designed to clarify, correct and improve U.S. GAAP guidance on a variety of topics. It is part of FASB’s ongoing Codification improvements project, which addresses technical corrections, resolves unintended application issues, and enhances usability of the Codification without making major changes to fundamental accounting principles. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted on an issue-by-issue basis, provided the financial statements for the period have not yet been issued. The Company is currently evaluating the impact related to the adoption of ASU 2025-12 on its financial statement disclosures.