TruGolf completes Polymath Research acquisition, issues Series C preferred stock

TruGolf Holdings, Inc. completed its acquisition of Polymath Research Inc. on October 8, 2026, following the amalgamation of the two entities into a single subsidiary. The transaction, originally agreed upon in August 2026, resulted in Polymath becoming a wholly owned subsidiary of the Nevada-based company, with all assets and liabilities transferred to the new entity.

As part of the deal, TruGolf issued 136,956 shares of newly designated Series C convertible preferred stock to Polymath shareholders. The value of this preferred stock was determined by a formula based on a $140,000,000 reference amount, minus the value of the Class A common stock issued. Under an amendment to the acquisition agreement dated September 8, 2026, the number of Series C shares was fixed at the calculated preferred value divided by $1,000 per share. The conversion price for these shares was amended from the originally agreed $3.94 to $11.82 per share.

The agreement mandates specific capital allocation procedures for TruGolf. The company must reserve $2,500,000 from its working capital for the operation of Polymath’s business, public company compliance costs, and transaction expenses. The remaining working capital is reserved for TruGolf’s golf-related operations. Additionally, TruGolf agreed to allocate 20% of proceeds from future equity financings to golf-related operations, excluding the initial $3,000,000 tranche of concurrent financing. The company is also required to use commercially reasonable efforts to complete financings totaling $500,000 for golf operations within six months after closing.

Each outstanding option to purchase Polymath shares was assumed by TruGolf and converted into options for Class A common stock. These replacement options are governed by TruGolf’s Equity Incentive Plan, with share counts and exercise prices adjusted based on the exchange ratio. The conversion of Series C preferred stock into Class A common stock is contingent upon stockholder approval and Nasdaq approval of a new listing application.

Until Nasdaq approval is obtained, TruGolf cannot effect any conversion of Series C preferred stock that would result in aggregate ownership exceeding 19.99% of the outstanding Class A common stock. Shares issued in excess of this limitation are deemed null and void. Following stockholder approval and Nasdaq clearance, holders may elect to convert their preferred shares at the adjusted conversion price of $11.82 per share.