TruGolf Holdings Announces Agreement to Acquire Polymath Research

What Happened
TruGolf Holdings, Inc. (TRUG) filed an 8‑K on August 18, 2026 disclosing that on August 17, 2026 it entered into an Acquisition Agreement to combine a TruGolf subsidiary (18141991 Canada Inc.) and Polymath Research Inc. into a single Canadian amalgamated corporation (Amalco) that will become a wholly owned subsidiary of TruGolf. Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of TruGolf’s outstanding Class A immediately before closing, plus newly designated Series C convertible preferred stock whose amount is determined by a formula tied to a $140 million reference value. TruGolf also agreed to a concurrent financing (Series B) and related waivers with existing preferred/warrant holders.

Key Details

• Acquisition Agreement signed August 17, 2026; joint press release issued August 18, 2026.
• Polymath consideration: Class A common stock equal to 19.9% of TruGolf’s Class A outstanding pre‑close, plus Series C convertible preferred stock (stated value $1,000/share; conversion price $0.9695/share, subject to adjustment).
• Concurrent Financing: up to $5.0M aggregate gross proceeds (initial required tranche up to $3.0M to close). Closing conditioned on at least $3.0M committed in the initial tranche.
• Post‑closing covenants: TruGolf must reserve $2.5M of working capital for Polymath/public‑company costs, allocate 20% of future equity proceeds (with limits) to golf operations, and use efforts to raise $500K for golf operations within six months.
• Security limits and approvals: Series C automatic conversion requires shareholder approval (and Nasdaq approval if needed) and includes a 19.99% beneficial‑ownership cap; Series B preferred/warrants include dividend, conversion and anti‑dilution terms and a 4.99% initial beneficial‑ownership cap (can be raised to max 9.99% by holder notice).

Why It Matters
This is a transformational deal in which TruGolf will acquire Polymath and pay with a mix of common stock and convertible preferred securities rather than an all‑cash purchase. The transaction brings near‑term financing (up to $5M) and significant post‑closing capital allocation commitments (including a $2.5M working capital reserve for Polymath). Investors should watch for the required shareholder vote(s), the closing of the initial $3M financing tranche, Nasdaq approval steps, and any dilution effects when Series C and Series B securities convert into Class A common stock (subject to ownership caps).