TruGolf Holdings Announces Acquisition of Polymath, Issues Series C Convertible Preferred

What Happened
TruGolf Holdings, Inc. announced on its Form 8‑K (filed Sept. 9, 2026) that it entered an Acquisition Agreement (originally dated Aug. 17, 2026) to amalgamate Polymath Research Inc. with TruGolf’s Canadian subsidiary into a single corporation (“Amalco”) that will become a wholly owned subsidiary of TruGolf. At the effective time Polymath shareholders will receive: (1) Class A common stock equal to 19.9% of TruGolf’s Class A outstanding immediately before the transaction, and (2) newly designated Series C convertible preferred stock representing a cash-equivalent value equal to $140,000,000 minus the value of the Class A consideration (the “Series C Preferred Value”). An amendment dated Sept. 8, 2026 fixed the number of Series C shares as the Series C Preferred Value divided by $1,000; each share has a stated value of $1,000 and is convertible at a conversion price of $3.94 per share (≈ 254 Class A shares per Series C share), subject to adjustment and required approvals.

Key Details

• Agreement dates: Acquisition Agreement dated Aug. 17, 2026; Amendment dated Sept. 8, 2026; 8‑K filed Sept. 9, 2026.
• Class A stock consideration = 19.9% of TruGolf’s issued & outstanding Class A immediately before the amalgamation.
• Series C preferred value basis = $140,000,000 minus value of Class A stock issued; Series C shares = Series C Preferred Value / $1,000; conversion price = $3.94/share.
• Conversion controls: automatic conversion only after stockholder approval (and Nasdaq approval if required); a 19.99% beneficial ownership cap applies (excess shares issued upon conversion are void); Series C holders receive dividends on an as‑converted basis and have certain blocking/consent rights and negative covenants while Series C remains outstanding.

Why It Matters
This deal will materially affect TruGolf’s capital structure and potential dilution. Polymath shareholders will initially acquire a near‑20% stake of Class A stock plus Series C preferreds that can convert into additional Class A shares based on a $140 million valuation reference less the value of the Class A consideration. Conversion mechanics (fixed $3.94 conversion price, ≈254 shares per Series C share) and the 19.99% beneficial ownership cap limit immediate dilution but create potential future share issuance once stockholder and Nasdaq approvals occur. While Series C has limited voting rights, holders have significant consent rights and the Company is subject to negative covenants while Series C remains outstanding—factors that could restrict TruGolf’s flexibility on debt, dividends, repurchases and certain transactions. Investors should watch forthcoming shareholder votes, any Nasdaq listing actions, and supplemental disclosures that quantify the exact number of Series C shares and the expected post‑transaction share count.