TruGolf details $12.6M illustrative 2025 net loss
Illustrative combined results show $23,100,192 in 2025 revenue alongside a $12,560,323 net loss, with acquisition accounting still preliminary.
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Rhea-AI Filing Summary
TruGolf Holdings, Inc. supplemented its disclosures on the October 8, 2026, acquisition of Polymath Research Inc. with audited and interim statements and illustrative combined financial information. Polymath shareholders received 257,494 Class A shares and 136,956 Series C preferred shares, with an aggregate stated value of $136,956,000. Series C converts into Class A shares at $11.82 per share once stockholder and Nasdaq approvals are obtained; before then, conversion is limited to 19.99% in aggregate.
Holders exercised Series B preferred warrants for 3,278 Series B preferred shares, generating $2,950,000 in gross cash proceeds and $2,595,000 in net proceeds after $355,000 in payable fees. The transaction is accounted for as a reverse acquisition, with Polymath as accounting acquirer and TruGolf as legal acquirer. Pro forma combined revenue and net loss were $23,100,192 and $12,560,323 for 2025, and $12,082,298 and $9,843,996 for the six months ended June 30, 2026. The statements are illustrative and use preliminary acquisition accounting.
Filing Explained
Series B terms add a potential dilution path: the issued preferred shares accrue
8-K Event Classification
Key Figures
Key Terms
reverse acquisition technical
accounting acquirer technical
temporary equity financial
antidilutive financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
The Company is filing this Amendment solely to supplement Item 9.01 of the Prior Reports to file (i) the audited consolidated financial statements of Polymath and its subsidiaries as of and for the years ended December 31, 2025 and 2024 and the related notes, (ii) the unaudited condensed consolidated financial statements of Polymath and its subsidiary as of and for the three and six months ended June 30, 2026 and 2025 and the related notes, both (i) and (ii) referred to in Item 9.01(a) below, and (iii) the unaudited pro forma condensed combined financial information of the Company and its subsidiaries as of and for the six months ended June 30, 2026, and as of and for the year ended December 31, 2025 and the related notes, referred to in Item 9.01(b) below. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior Reports.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company is filing: (i) the audited consolidated financial statements of Polymath and its subsidiaries as of and for the years ended December 31, 2025 and 2024 and the related notes thereto, which are attached hereto as Exhibit 99.1 and are incorporated herein by reference; and (ii) the unaudited condensed consolidated financial statements of Polymath and its subsidiary as of and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto, which are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed financial information of the Company and its subsidiaries, consisting of the pro forma consolidated balance sheet as of and for the six months ended June 30, 2026, the pro forma consolidated statements of operations for the year ended December 31, 2025 and for the six months ended June 30, 2026, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.3, and are incorporated herein by reference.
(d) Exhibits
Exhibit No. |
Description | |
| 23.1 | Consent of BCRG Group, Certified Public Accountants & Consultants dated November 6, 2026 | |
| 99.1 | Audited Consolidated Financial Statements of Polymath Research Inc. and its subsidiaries as of and for the years ended December 31, 2025 and 2024, and the related notes thereto. | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements of Polymath Research Inc. and its subsidiary as of and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto. | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Statements of TruGolf Holdings, Inc. as of and for the year ended December 31, 2025 and as of and for the six months ended June 30, 2026. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TRUGOLF HOLDINGS, INC. | |||
| Date: November 6, 2026 | By: | /s/ Natalie Hirsch | |
| Name: | Natalie Hirsch | ||
| Its: | Chief Financial Officer | ||
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Appendix E
Unaudited pro forma condensed combined financial information
The following unaudited pro forma condensed combined financial information gives effect to the October 8, 2026 acquisition involving TruGolf Holdings, Inc. (TruGolf), Polymath Research Inc. (Polymath) and 18141991 Canada Inc., TruGolf’s wholly owned subsidiary (SubCo), together with the related financing. Polymath and SubCo amalgamated under the Canada Business Corporations Act, and the resulting corporation became a wholly owned subsidiary of TruGolf.
Management has identified Polymath as the accounting acquirer and TruGolf as the accounting acquiree. The transaction is presented as a reverse acquisition of TruGolf’s operating business under ASC 805, Business Combinations, including ASC 805-40. Polymath’s historical assets, liabilities and accumulated earnings continue, and its capital is recast into TruGolf’s legal equity structure. TruGolf’s identifiable assets and assumed liabilities are subject to acquisition accounting.
The unaudited pro forma condensed combined balance sheet gives effect to the transactions as if they occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations and comprehensive income or loss for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect to the transactions as if they occurred on January 1, 2025. October 8, 2026 remains the acquisition date for measurement under U.S. GAAP.
This information has been prepared under Article 11 of Regulation S-X and should be read with the historical financial statements and related notes of TruGolf and Polymath included or in TruGolf’s filings on EDGAR at www.sec.gov. The historical amounts are presented in U.S. dollars. TruGolf historical share and per share amounts reflect the September 29, 2026 one-for-ten reverse stock split in addition to splits already reflected in its historical statements. The securities issued at closing are on the post-split basis.
The information is illustrative and does not represent the financial position or results that would necessarily have occurred on the assumed dates or predict future results. The acquisition accounting is preliminary. No Management’s Adjustments for synergies or cost savings are included, and no Autonomous Entity Adjustments are applicable to the transaction as presented.
| Closing issuance and financing | Amount | |||
| Class A shares issued to Polymath shareholders | 257,494 shares | |||
| Series C shares issued to Polymath shareholders | 136,956 shares | |||
| Series C aggregate stated value | $ | 136,956,000 | ||
| Series B preferred shares issued in the financing | 3,278 shares | |||
| Gross financing proceeds received in cash | $ | 2,950,000 | ||
| Financing costs payable (legal fees $250,000; Cohen Offering Fee $105,000) | $ | (355,000 | ) | |
| Net proceeds | $ | 2,595,000 | ||
| E-1 |
Unaudited pro forma condensed combined balance sheet
As of June 30 2026
U.S. dollars except share and per share data
Assets
| Polymath historical | TruGolf historical | Acquisition and related items | Financing adjustments | Pro forma combined | ||||||||||||||||
| Cash and cash equivalents | 1,394,072 | 6,374,349 | — | 2,950,000 | 10,718,421 | |||||||||||||||
| Restricted cash | — | 2,100,000 | — | — | 2,100,000 | |||||||||||||||
| Accounts receivable, net | — | 1,265,013 | — | — | 1,265,013 | |||||||||||||||
| Inventory, net | — | 1,391,316 | — | — | 1,391,316 | |||||||||||||||
| Prepaid expenses and other current assets | 310,234 | 1,057,780 | — | — | 1,368,014 | |||||||||||||||
| Total current assets | 1,704,306 | 12,188,458 | — | 2,950,000 | 16,842,764 | |||||||||||||||
| Crypto assets | 10,791,898 | — | — | — | 10,791,898 | |||||||||||||||
| Property and equipment, net | 1,453 | 483,963 | (83,963 | )(b) | — | 401,453 | ||||||||||||||
| Capitalized software and developed technology, net | — | 4,877,603 | (4,877,603 | )(b) | — | — | ||||||||||||||
| Operating lease right of use assets | — | 417,947 | — | — | 417,947 | |||||||||||||||
| Deferred tax assets | 346,424 | — | — | — | 346,424 | |||||||||||||||
| Other identifiable intangible assets | — | — | 4,250,000 | (b) | — | 4,250,000 | ||||||||||||||
| Other noncurrent assets | — | 31,023 | — | — | 31,023 | |||||||||||||||
| Goodwill | — | — | 5,456,299 | (b) | — | 5,456,299 | ||||||||||||||
| Total noncurrent assets | 11,139,775 | 5,810,536 | 4,744,733 | — | 21,695,044 | |||||||||||||||
| Total assets | 12,844,081 | 17,998,994 | 4,744,733 | 2,950,000 | 38,537,808 | |||||||||||||||
Transaction Accounting Adjustments are separated between acquisition and related items and financing adjustments. A dash represents zero.
The financing cash adjustment is the $2,950,000 of gross proceeds from the Series B financing; the related costs are presented as accounts payable (adjustment a).
Polymath’s crypto assets continue under its historical accounting policy and are not remeasured as assets acquired in the reverse acquisition.
The accompanying notes are an integral part of this unaudited pro forma financial information.
| E-2 |
Unaudited pro forma condensed combined balance sheet continued
As of June 30 2026
U.S. dollars except share and per share data
Liabilities
| Polymath historical | TruGolf historical | Acquisition and related items | Financing adjustments | Pro forma combined | ||||||||||||||||
| Accounts payable | 1,847,014 | 3,249,204 | — | 355,000 | (a) | 5,451,218 | ||||||||||||||
| Income taxes payable | 102,011 | — | — | — | 102,011 | |||||||||||||||
| Contract liabilities and deferred revenue | — | 5,180,889 | — | — | 5,180,889 | |||||||||||||||
| Notes payable, current | — | 291,507 | — | — | 291,507 | |||||||||||||||
| Related party notes payable, current | — | 2,100,000 | — | — | 2,100,000 | |||||||||||||||
| Bank line of credit | — | 802,738 | — | — | 802,738 | |||||||||||||||
| Dividend notes payable | — | 118,362 | (5,000 | )(b) | — | 113,362 | ||||||||||||||
| Accrued interest | — | 594,590 | — | — | 594,590 | |||||||||||||||
| Accrued expenses and other current liabilities | 4,965 | 1,903,430 | — | — | 1,908,395 | |||||||||||||||
| Operating lease liabilities, current | — | 293,132 | — | — | 293,132 | |||||||||||||||
| Total current liabilities | 1,953,990 | 14,533,852 | (5,000 | ) | 355,000 | 16,837,842 | ||||||||||||||
| Related party payable, noncurrent | 5,340 | — | — | — | 5,340 | |||||||||||||||
| Notes payable, noncurrent | — | 268,500 | — | — | 268,500 | |||||||||||||||
| Gross sales royalty payable | — | 1,000,000 | (100,000 | )(b) | — | 900,000 | ||||||||||||||
| Operating lease liabilities, noncurrent | — | 136,361 | — | — | 136,361 | |||||||||||||||
| Total liabilities | 1,959,330 | 15,938,713 | (105,000 | ) | 355,000 | 18,148,043 | ||||||||||||||
| Series B preferred stock (temporary equity) | — | — | — | 2,595,000 | (a,d) | 2,595,000 | ||||||||||||||
Acquired contract liabilities are carried at their ASC 606 amounts.
The accompanying notes are an integral part of this unaudited pro forma financial information.
| E-3 |
Unaudited pro forma condensed combined balance sheet continued
As of June 30 2026
U.S. dollars except share and per share data
Stockholders equity
| Polymath historical | TruGolf historical | Acquisition and related items | Financing adjustments | Pro forma combined | ||||||||||||||||
| Series A preferred stock | — | — | 3,490,000 | (c,d) | — | 3,490,000 | ||||||||||||||
| Series C preferred stock | — | — | 14 | (c,d) | — | 14 | ||||||||||||||
| Class A common stock | — | 156 | 3 | (c) | — | 159 | ||||||||||||||
| Class B common stock | — | 2 | (2 | )(c) | — | — | ||||||||||||||
| Polymath common stock | 1 | — | (1 | ) | — | — | ||||||||||||||
| Treasury stock | — | (2,382,000 | ) | 2,382,000 | — | — | ||||||||||||||
| Additional paid in capital | 1,307,847 | 52,687,711 | (46,784,869 | )(c,f) | — | 7,210,689 | ||||||||||||||
| Retained earnings (accumulated deficit) | 9,768,054 | (48,245,588 | ) | 45,762,588 | (c,f) | — | 7,285,054 | |||||||||||||
| Accumulated other comprehensive loss | (191,151 | ) | — | — | — | (191,151 | ) | |||||||||||||
| Total stockholders equity | 10,884,751 | 2,060,281 | 4,849,733 | — | 17,794,765 | |||||||||||||||
| Total liabilities, temporary equity and equity | 12,844,081 | 17,998,994 | 4,744,733 | 2,950,000 | 38,537,808 | |||||||||||||||
TruGolf’s historical equity is eliminated in the reverse acquisition. The following amounts are components of adjustment (c); they are combined with the measured acquisition and legal capital entries in the statement above.
| Historical TruGolf equity eliminated | Adjustment | |||
| Class A common stock | $ | (156 | ) | |
| Class B common stock | $ | (2 | ) | |
| Additional paid in capital | $ | (52,687,711 | ) | |
| Treasury stock | $ | 2,382,000 | ||
| Accumulated deficit | $ | 48,245,588 | ||
| Total historical equity eliminated | $ | (2,060,281 | ) | |
The accompanying notes are an integral part of this unaudited pro forma financial information.
| E-4 |
Unaudited pro forma condensed combined statement of operations and comprehensive income
Year ended December 31 2025
U.S. dollars except share and per share data
| Polymath historical | TruGolf historical | Acquisition and related items | Financing adjustments | Pro forma combined | ||||||||||||||||
| Revenue | 4,221,195 | 18,878,997 | — | — | 23,100,192 | |||||||||||||||
| Operating costs and expenses | ||||||||||||||||||||
| Cost of revenue | — | 9,359,380 | — | — | 9,359,380 | |||||||||||||||
| Salaries, wages and benefits | 3,388,574 | 4,615,951 | — | — | 8,004,525 | |||||||||||||||
| Selling, general and administrative expenses | 2,202,140 | 11,006,020 | (391,998 | )(b) | — | 12,816,162 | ||||||||||||||
| Professional fees | 2,728,114 | — | 2,483,000 | (f) | — | 5,211,114 | ||||||||||||||
| Management fees | 308,465 | — | — | — | 308,465 | |||||||||||||||
| Total operating costs and expenses | 8,627,293 | 24,981,351 | 2,091,002 | — | 35,699,646 | |||||||||||||||
| Operating income (loss) | (4,406,098 | ) | (6,102,354 | ) | (2,091,002 | ) | — | (12,599,454 | ) | |||||||||||
| Interest income | 22,083 | 265,708 | — | — | 287,791 | |||||||||||||||
| Interest expense | — | (3,256,687 | ) | — | — | (3,256,687 | ) | |||||||||||||
| Loss on extinguishment of debt | — | (6,135,160 | ) | — | — | (6,135,160 | ) | |||||||||||||
| Contribution income | 33,525,921 | — | — | — | 33,525,921 | |||||||||||||||
| Realized loss on crypto assets | (428,063 | ) | — | — | — | (428,063 | ) | |||||||||||||
| Unrealized loss on crypto assets | (28,361,996 | ) | — | — | — | (28,361,996 | ) | |||||||||||||
| Unrealized gain on equity investments | 85,849 | — | — | — | 85,849 | |||||||||||||||
| Currency gains | 5,149 | — | — | — | 5,149 | |||||||||||||||
| Other income (expense) | — | 600 | — | — | 600 | |||||||||||||||
| Total other income (expense) | 4,848,943 | (9,125,539 | ) | — | — | (4,276,596 | ) | |||||||||||||
| Income (loss) before income taxes | 442,845 | (15,227,893 | ) | (2,091,002 | ) | — | (16,876,050 | ) | ||||||||||||
| Income tax benefit | 4,315,727 | — | — | — | 4,315,727 | |||||||||||||||
| Net income (loss) | 4,758,572 | (15,227,893 | ) | (2,091,002 | ) | — | (12,560,323 | ) | ||||||||||||
| Other comprehensive income | 415,336 | — | — | — | 415,336 | |||||||||||||||
| Comprehensive income (loss) | 5,173,908 | (15,227,893 | ) | (2,091,002 | ) | — | (12,144,987 | ) | ||||||||||||
| Income (loss) available to common stockholders | 4,758,572 | (15,227,893 | ) | (2,091,002 | )(g) | (327,800 | )(g) | (12,888,123 | ) | |||||||||||
| Weighted average common shares, basic | 10,003,363 | 29,631.3 | See (g) | See (g) | 1,594,456 | |||||||||||||||
| Weighted average common shares, diluted | 12,594,903 | 29,631.3 | See (g) | See (g) | 1,594,456 | |||||||||||||||
| Earnings (loss) per common share, basic | $ | 0.48 | $ | (513.91 | ) | See (g) | See (g) | $ | (8.08 | ) | ||||||||||
| Earnings (loss) per common share, diluted | $ | 0.38 | $ | (513.91 | ) | See (g) | See (g) | $ | (8.08 | ) | ||||||||||
Historical TruGolf EPS reflects the March and September 2026 reverse splits; historical Polymath EPS is in Polymath shares. Pro forma EPS is explained in Note 5.
The accompanying notes are an integral part of this unaudited pro forma financial information.
| E-5 |
Unaudited pro forma condensed combined statement of operations and comprehensive loss
Six months ended June 30 2026
U.S. dollars except share and per share data
| Polymath historical | TruGolf historical | Acquisition and related items | Financing adjustments | Pro forma combined | ||||||||||||||||
| Revenue | 1,269,856 | 10,812,442 | — | — | 12,082,298 | |||||||||||||||
| Operating costs and expenses | ||||||||||||||||||||
| Cost of revenue | — | 4,663,548 | — | — | 4,663,548 | |||||||||||||||
| Salaries, wages and benefits | 1,835,767 | 2,033,976 | — | — | 3,869,743 | |||||||||||||||
| Selling, general and administrative expenses | 522,579 | 5,631,503 | (382,750 | )(b) | — | 5,771,332 | ||||||||||||||
| Professional fees | 1,657,920 | — | — | — | 1,657,920 | |||||||||||||||
| Management fees | 45,401 | — | — | — | 45,401 | |||||||||||||||
| Total operating costs and expenses | 4,061,667 | 12,329,027 | (382,750 | ) | — | 16,007,944 | ||||||||||||||
| Operating income (loss) | (2,791,811 | ) | (1,516,585 | ) | 382,750 | — | (3,925,646 | ) | ||||||||||||
| Interest income | 21,479 | 100,340 | — | — | 121,819 | |||||||||||||||
| Interest expense | — | (470,865 | ) | — | — | (470,865 | ) | |||||||||||||
| Other income (expense) | 5,426 | (7,992 | ) | — | — | (2,566 | ) | |||||||||||||
| Realized loss on crypto assets | (693,301 | ) | — | — | — | (693,301 | ) | |||||||||||||
| Unrealized loss on crypto assets | (5,475,399 | ) | — | — | — | (5,475,399 | ) | |||||||||||||
| Loss on disposal of equity investment | (76,151 | ) | — | — | — | (76,151 | ) | |||||||||||||
| Currency gains | 67,996 | — | — | — | 67,996 | |||||||||||||||
| Total other income (expense) | (6,149,950 | ) | (378,517 | ) | — | — | (6,528,467 | ) | ||||||||||||
| Income (loss) before income taxes | (8,941,761 | ) | (1,895,102 | ) | 382,750 | — | (10,454,113 | ) | ||||||||||||
| Income tax benefit | 610,117 | — | — | — | 610,117 | |||||||||||||||
| Net income (loss) | (8,331,644 | ) | (1,895,102 | ) | 382,750 | — | (9,843,996 | ) | ||||||||||||
| Other comprehensive loss | (24,057 | ) | — | — | — | (24,057 | ) | |||||||||||||
| Comprehensive income (loss) | (8,355,701 | ) | (1,895,102 | ) | 382,750 | — | (9,868,053 | ) | ||||||||||||
| Income (loss) available to common stockholders | (8,331,644 | ) | (1,895,102 | ) | 382,750 | (g) | (163,900 | )(g) | (10,007,896 | ) | ||||||||||
| Weighted average common shares, basic | 10,006,129 | 86,800 | See (g) | See (g) | 1,594,524 | |||||||||||||||
| Weighted average common shares, diluted | 10,006,129 | 86,800 | See (g) | See (g) | 1,594,524 | |||||||||||||||
| Earnings (loss) per common share, basic | $ | (0.83 | ) | $ | (21.83 | ) | See (g) | See (g) | $ | (6.28 | ) | |||||||||
| Earnings (loss) per common share, diluted | $ | (0.83 | ) | $ | (21.83 | ) | See (g) | See (g) | $ | (6.28 | ) | |||||||||
Polymath’s $21,479 of interest on a related-party loan, reported as other income, is presented as interest income, and its $5,426 of contribution income is presented in other income (expense).
The accompanying notes are an integral part of this unaudited pro forma financial information.
| E-6 |
Notes to unaudited pro forma financial information
Note 1 Description of the transaction
On October 8, 2026, TruGolf completed its acquisition of Polymath under the Acquisition Agreement dated August 17, 2026, as amended on September 8 and September 29, 2026. Polymath amalgamated with SubCo, and the amalgamated company became a wholly owned subsidiary of TruGolf. Polymath shareholders received 257,494 Class A shares and 136,956 Series C preferred shares. Each Series C share has a $1,000 stated value and converts into Class A shares at $11.82 per share once stockholder and Nasdaq approvals are obtained; before then, conversion is limited to 19.99% in aggregate. Series C is not redeemable and has no general voting rights before conversion. On October 7, 2026, holders of Series B preferred warrants exercised warrants for 3,278 Series B preferred shares for $2,950,000 (Note 4).
Although TruGolf is the legal acquirer, Polymath is the accounting acquirer under ASC 805-40. Management based this conclusion on the relative equity values, the potential voting rights of Series C on conversion, the protective rights of the Series C holders and the composition of senior management, including the appointment of Polymath’s Natalie Hirsch as chief financial officer and chief operating officer. The transaction is therefore accounted for as a reverse acquisition: Polymath’s historical financial statements become those of the combined company, and TruGolf’s golf business is the acquired business, with its identifiable assets and liabilities measured at fair value. These pro forma statements do not assume that Series C converts.
Note 2 Basis of presentation
The historical Polymath amounts are derived from its audited consolidated financial statements for the year ended December 31, 2025 and its unaudited condensed consolidated financial statements for the six months ended June 30, 2026. The historical TruGolf amounts are derived from its audited consolidated financial statements for the year ended December 31, 2025 in its Form 10-K and its unaudited condensed consolidated financial statements for the six months ended June 30, 2026 in its Form 10-Q. Both are prepared under U.S. GAAP and presented in U.S. dollars.
Certain historical amounts are reclassified to conform to the combined presentation. No adjustments for differences in accounting policies and no intercompany balances or transactions were identified.
Note 3 Preliminary purchase consideration and allocation
In a reverse acquisition, the consideration is the fair value of the equity interests retained by the legal acquirer’s shareholders. It is measured using TruGolf’s Nasdaq closing price of $2.56 per Class A share on October 8, 2026 for the 1,333,944 Class A and 1,999 Class B shares outstanding immediately before closing, and the approximately $3,490,000 conversion amount of the 117 remaining Series A preferred shares, which convert into Class A shares at a market-based price. No value is attributed to legacy TruGolf options, earnout shares, underwriter warrants or exchanged Series B warrants.
| Deemed consideration component | Preliminary amount | |||
| Legacy TruGolf Class A common interests | 3,414,897 | |||
| Legacy TruGolf Class B common interests | 5,117 | |||
| Remaining Series A preferred stock | 3,490,000 | |||
| Total deemed consideration | 6,910,014 | |||
| E-7 |
The preliminary allocation of the consideration to TruGolf’s identifiable assets acquired and liabilities assumed is based on management’s estimates applied to the June 30, 2026 balances, as set out below. No deferred taxes are recognized on the fair value adjustments because TruGolf has a full valuation allowance.
| Acquired TruGolf item | June 30 historical | Preliminary allocation | ||||||
| Cash and cash equivalents | 6,374,349 | 6,374,349 | ||||||
| Restricted cash | 2,100,000 | 2,100,000 | ||||||
| Accounts receivable, net | 1,265,013 | 1,265,013 | ||||||
| Inventory | 1,391,316 | 1,391,316 | ||||||
| Prepaid expenses and other current assets | 1,057,780 | 1,057,780 | ||||||
| Property and equipment | 483,963 | 400,000 | ||||||
| Capitalized software and developed technology | 4,877,603 | 2,200,000 | ||||||
| Customer relationships, trade names and other intangibles | — | 2,050,000 | ||||||
| Operating lease right of use assets | 417,947 | 417,947 | ||||||
| Other noncurrent assets | 31,023 | 31,023 | ||||||
| Total identifiable assets | 17,998,994 | 17,287,428 | ||||||
| Accounts payable | 3,249,204 | 3,249,204 | ||||||
| Contract liabilities and deferred revenue | 5,180,889 | 5,180,889 | ||||||
| Notes, related party debt and bank line | 3,462,745 | 3,462,745 | ||||||
| Dividend notes and accrued interest | 712,952 | 707,952 | ||||||
| Accrued expenses and other current liabilities | 1,903,430 | 1,903,430 | ||||||
| Operating lease liabilities | 429,493 | 429,493 | ||||||
| Gross sales royalty payable | 1,000,000 | 900,000 | ||||||
| Total liabilities assumed | 15,938,713 | 15,833,713 | ||||||
| Identifiable net assets acquired | 2,060,281 | 1,453,715 | ||||||
| Goodwill | — | 5,456,299 | ||||||
| Total deemed consideration | — | 6,910,014 | ||||||
Adjustment (b) reflects identifiable intangible assets of $4,250,000: developed technology $2,200,000 (7-year life), franchise and customer relationships $750,000 (10 years), trade name $600,000 (15 years), franchise and regional development agreements $250,000 (5 years), order backlog $350,000 (18 months) and non-compete agreements $100,000 (3 years). These replace TruGolf’s $4,877,603 of capitalized software. Property and equipment is estimated at $400,000, the gross sales royalty payable at $900,000 and the dividend notes payable at $113,362. Contract liabilities are measured under ASC 606, as required by ASC 805-20-30-28. Other assets and liabilities are carried at their historical amounts, which approximate fair value.
Goodwill of $5,456,299 is the excess of the consideration over the identifiable net assets and is not expected to be deductible for tax purposes. The allocation is preliminary and may change materially as valuations are finalized within the measurement period. No liability is recognized for the putative class action and derivative complaint filed against TruGolf on July 24, 2026 (Parker LaChance, D. Utah), because a loss is not probable and reasonably estimable.
| E-8 |
Note 4 Transaction accounting adjustments
(a) Financing proceeds and costs
| Financing proceeds reconciliation | Amount | |||
| Gross proceeds | 2,950,000 | |||
| Investor counsel fees payable (Kelley Drye & Warren $175,000, Orical $5,000, RPCK Rastegar Panchal $20,000, Venturist Law $50,000) | (250,000 | ) | ||
| Cohen Offering Fee payable | (105,000 | ) | ||
| Net proceeds allocated to Series B preferred stock | 2,595,000 | |||
On October 7, 2026, holders exercised Series B preferred warrants for 3,278 Series B preferred shares with a stated value of $3,278,000, for gross cash proceeds of $2,950,000, and received new warrants for 3,000 Series B preferred shares. Investor counsel fees of $250,000 and Cohen & Company’s offering fee of $105,000 are recorded as accounts payable, and the $2,595,000 of net proceeds is allocated to the Series B preferred stock.
(c) Reverse acquisition equity
Adjustment (c) eliminates the historical carrying amount of TruGolf’s equity: Class A common stock of $156, Class B common stock of $2, additional paid-in capital of $52,687,711, treasury stock of $2,382,000 and accumulated deficit of $48,245,588. It also reclassifies Polymath’s $1 of common stock to additional paid-in capital.
The $6,910,014 consideration is credited to Series A preferred stock ($3,490,000) and additional paid-in capital ($3,420,014). Legal capital is allocated to the 1,591,438 Class A shares ($159) and 136,956 Series C shares ($14) at $0.0001 par value. With the $2,483,000 of share-based costs in adjustment (f), the net adjustments are $(46,784,869) to additional paid-in capital and $45,762,588 to accumulated deficit.
(d) Preferred stock and warrants
Series C is not redeemable, participates in dividends on an as-converted basis and is presented in permanent equity at par value; its $136,956,000 stated value is not an additional credit to equity.
Series B preferred stock accrues dividends at 10% a year (12.5% if paid in shares) and converts into Class A shares at a conversion price that resets to market-based prices, subject to a $0.73 floor. Holders can require cash redemption on a bankruptcy triggering event and an exchange at a premium on a change of control. Because these features are outside TruGolf’s control, Series B is presented as temporary equity at its net proceeds. No amount is allocated to the 3,000 new Series B warrants or the 18,000 Series B warrants remaining from the exchange of legacy Series A preferred warrants, which are exercisable at $900 per share. The remaining Series A preferred stock is presented in permanent equity, consistent with TruGolf’s historical financial statements. Liability classification of any of these instruments under ASC 480 or ASC 815 would change the amounts presented. TruGolf must file a resale registration statement for the Series B conversion shares by November 7, 2026; no registration delay payments are accrued because payment is not considered probable.
| E-9 |
(e) Income taxes
No income tax effect is recognized on the pro forma adjustments, because TruGolf has a full valuation allowance and the share-based costs in adjustment (f) are not expected to be deductible.
(f) Share-based transaction costs and compensation
Polymath’s outstanding options were converted into 1,664,266 TruGolf options on equivalent terms. Because Polymath is the accounting acquirer, the conversion is not part of the consideration, and no incremental compensation is recognized.
Options and restricted stock units approved on October 5, 2026 for management, directors and Hamble International are subject to stockholder approval and have no grant date, and new compensation arrangements effective at closing are not reflected.
The 500,000 Polymath shares that vested on completion of the transaction under consultant agreements with Elbrun Ventures and Thompson Peak Ventures were exchanged for 12,254 Class A and 6,518 Series C shares; their cost is $2,355,000 at $4.71 per share. Cohen & Company’s sale transaction fee of 1,087 Class A and 578 Series C shares (50,000 Class A equivalents) is valued at $128,000 at $2.56 per share. These nonrecurring costs of $2,483,000 are presented in professional fees in the 2025 pro forma statement of operations, with a charge to accumulated deficit and a credit to additional paid-in capital.
(b) Statements of operations
Adjustment (b) replaces TruGolf’s historical amortization of capitalized software, recorded in selling, general and administrative expenses, with amortization of the acquired intangible assets. For 2025, amortization of $1,137,950 is replaced with $745,952, a net reduction of $391,998. For the six months ended June 30, 2026, amortization of $755,726 is replaced with $372,976, a net reduction of $382,750. Order backlog amortization is $233,333 in 2025 and $116,667 in the six months. The effect of the property and equipment adjustment on depreciation is not material.
The only nonrecurring item in the pro forma statements of operations is the $2,483,000 of transaction-related share costs in 2025.
| E-10 |
Note 5 Net loss per share (g)
Pro forma loss per share assumes that the shares issued in the transaction were outstanding from January 1, 2025. Polymath’s historical weighted average shares are recast at 0.024509 Class A shares per Polymath share, and the 1,333,944 Class A and 1,999 Class B shares held by legacy TruGolf shareholders are added.
| Basic denominator component | Year 2025 | Six months 2026 | ||||||
| Recast continuing Polymath common weighted average | 245,172 | 245,240 | ||||||
| Legacy TruGolf common interests deemed acquired | 1,335,943 | 1,335,943 | ||||||
| Other required basic share effects | 13,341 | 13,341 | ||||||
| Total basic weighted average common shares | 1,594,456 | 1,594,524 | ||||||
Other basic share effects are the 12,254 Class A shares issued for the consultant shares and Cohen’s 1,087 Class A shares. Class B shares convert one-for-one into Class A and share equally in dividends and liquidation.
Series C is a participating security. It is excluded from basic loss per share because it does not share in losses, and from diluted loss per share because its conversion depends on approvals not yet obtained (ASC 260-10-45-48). Options and warrants are antidilutive in loss periods, so diluted loss per share equals basic.
Income available to common stockholders is reduced by Series B dividends of 10% on $3,278,000 of stated value ($327,800 for 2025 and $163,900 for the six months ended June 30, 2026).
| EPS numerator reconciliation | Year 2025 | Six months 2026 | ||||||
| Historical combined net loss before adjustments | (10,469,321 | ) | (10,226,746 | ) | ||||
| Transaction Accounting Adjustments, after tax | (2,091,002 | ) | 382,750 | |||||
| Pro forma net income (loss) | (12,560,323 | ) | (9,843,996 | ) | ||||
| Preferred returns and two-class allocations | (327,800 | ) | (163,900 | ) | ||||
| Income (loss) available to common stockholders | (12,888,123 | ) | (10,007,896 | ) | ||||
| Basic earnings (loss) per common share | $ | (8.08 | ) | $ | (6.28 | ) | ||
| Diluted earnings (loss) per common share | $ | (8.08 | ) | $ | (6.28 | ) | ||
| E-11 |
Filing Exhibits & Attachments
52 documentsPress Releases
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