TruGolf Holdings: completes acquisition of Polymath Research

What happened

• The filing says that TruGolf Holdings entered into an Acquisition Agreement on Aug 17, 2026 and that the parties consummated the transaction on Oct 8, 2026, under which Polymath Research Inc. and SubCo amalgamated to form Amalco, a wholly owned subsidiary of TruGolf. The filing says Polymath shareholders received 257,494 shares of the Company’s Class A common stock and 136,956 shares of newly designated Series C convertible preferred stock.
• The filing says the Company must reserve $2,500,000 of working capital for Polymath’s business and related costs and agreed to allocate 20% of proceeds from future equity financings (subject to exceptions and caps) to golf-related operations. The filing also describes concurrent financing actions, including the exercise of Series B preferred warrants to purchase 3,278 shares of Series B preferred stock for an aggregate exercise price of $2,950,000 (stated value of $3,278,000) and issuance of additional Series B preferred warrants to purchase 3,000 shares.

Key details

• The filing says the Series C preferred stock has a stated value of $1,000 per share and that the conversion price was amended in connection with the closing to $11.82 per share; conversion is subject to stockholder approval and Nasdaq approval and to a 19.99% beneficial ownership limitation.
• The filing says the Series B preferred stock initially converts at $10.00 per share (subject to adjustment), accrues dividends at 10% per annum (12.5% if paid in Class A common stock), and includes anti-dilution and alternate conversion mechanics and beneficial ownership limits (generally 4.99% or adjustable up to 9.99% with notice).
• The filing says Humphrey Polanen resigned from the board effective Oct 8, 2026 and that David Hackett was appointed to the board effective Oct 8, 2026 with a cash fee of $100,000 for his first year and $75,000 for each year thereafter and an option grant of 46,666 shares subject to Equity Incentive Plan approval.
• The filing says Natalie Hirsch was appointed chief financial officer and chief operating officer effective Oct 8, 2026, that the Company entered into an employment agreement providing a base salary of $275,000, a bonus opportunity of up to 50% of base salary, and a grant of 133,000 stock options vesting 25% on each of four anniversaries (subject to Equity Incentive Plan approval).
• The filing says $490,000 of stated value of Series A preferred stock remain outstanding.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 2.01 (completion of acquisition or disposition of assets), Item 3.02 (unregistered sales of equity securities), Item 5.02 (departure and election of directors; appointment of officers), and Item 8.01 (other events). These items cover the acquisition closing, issuance and terms of Series C preferred stock, the Series B warrant exercise and Series B preferred stock terms, registration rights, board changes, executive appointments and related compensation and option grants. The filing does not show why the insider traded or why the company acted.