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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 17, 2026
TruGolf
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40970 |
|
85-3269086 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 60
North 1400 West Centerville,
Utah |
|
84014 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (801) 298-1997
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 230.425) |
| |
|
| ☐ |
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 each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
TRUG |
|
The
Nasdaq Stock Market LLC |
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.
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
Polymath
Acquisition
Summary
of Acquisition Agreement
On
August 17, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), entered into an Acquisition Agreement (the
“Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly
owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws
of Canada (“Polymath”).
Pursuant
to the Acquisition Agreement, Polymath and SubCo will amalgamate under the Canada Business Corporations Act and continue as one corporation
(“Amalco”). Upon completion of the amalgamation, each of Polymath and SubCo will cease to exist as a separate entity, the
assets and liabilities of each will continue as assets and liabilities of Amalco, and Amalco will become a wholly owned subsidiary of
the Company.
At
the effective time of the amalgamation, Polymath shareholders will receive, on a pro rata basis, shares of the Company’s Class
A common stock and shares of newly designated Series C convertible preferred stock (the “Series C preferred stock”). The
Class A common stock consideration will equal 19.9% of the Company’s issued and outstanding Class A common stock immediately before
the effective time, and the Series C preferred stock consideration will be determined under a formula based on a $140,000,000 reference
amount minus the value of the Class A common stock being issued to the Polymath shareholders.
Each
outstanding option to purchase Polymath shares, whether vested or unvested, will be assumed by the Company and converted into an option
to purchase shares of the Company’s Class A common stock on substantially the same terms and conditions, including applicable vesting,
forfeiture and post-termination exercise provisions. The number of shares subject to each replacement option and the exercise price of
each replacement option will be adjusted based on the exchange ratio, subject to applicable tax rules, and the replacement options will
be governed by the Company’s 2026 Equity Incentive Plan.
In
connection with the transactions contemplated by the Acquisition Agreement, the Company has agreed to enter into a waiver and exchange
agreement relating to a concurrent financing (the “Concurrent Financing”) in which the Company will issue Series B convertible
preferred stock. The Acquisition Agreement contemplates aggregate gross proceeds of up to $5,000,000 from the Concurrent Financing, with
an initial tranche of stated value of up to $3,000,000 required to close within the timeframes set forth in the waiver and exchange agreement.
The parties’ obligation to consummate the transaction is conditioned, among other things, on the Company entering into an irrevocable
purchase agreement in connection with the Concurrent Financing providing for gross proceeds of stated value of not less than $3,000,000
to be received within the timeframe set forth in the waiver and exchange agreement.
Following
the closing, the Company is required to prepare and file with the Securities and Exchange Commission a proxy statement for a meeting
of its stockholders to consider and vote on, among other matters, the conversion of the Company’s Series C preferred stock issued
in the transaction into shares of Class A common stock in accordance with Nasdaq Listing Rules, the conversion of the Series B preferred
stock issued in the Concurrent Financing into shares of Class A common stock, the adoption of the 2026 Equity Incentive Plan and any
necessary charter amendment or related stockholder matters (the “Shareholder Approval”).
The
Acquisition Agreement provides for certain post-closing capital allocation arrangements. From and after the effective date, the Company
must reserve $2,500,000 from its working capital for the operation of Polymath’s business, the Company’s public company compliance
costs and Polymath’s transaction expenses, with the remaining working capital reserved for operation of the Company’s golf-related
business. The Company also agreed to allocate 20% of proceeds from future equity financings, excluding funds raised in the initial $3,000,000
tranche of the Concurrent Financing, to golf-related operations, subject to a cap and other limitations set forth in the Acquisition
Agreement. In addition, within six months after closing, the Company must use commercially reasonable efforts to complete financings
totaling $500,000 to be applied toward golf-related operations from specified financing sources.
The
parties also agreed to use reasonable commercial efforts to complete the amalgamation by September 30, 2026, to obtain required approvals
and filings, and to refrain from taking actions that would interfere with or be inconsistent with completion of the transaction, subject
to the terms of the Acquisition Agreement. Completion of the transaction is subject to customary closing conditions. Polymath’s
obligations are also subject to satisfaction, or waiver, of the Concurrent Financing, continued Nasdaq compliance, and maintenance of
a minimum market value of listed securities of at least $10,000,000 for at least ten consecutive trading days.
The
foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Acquisition Agreement, a copy of which will be filed as Exhibit 2.1 to this Current Report on Form 8-K. The Acquisition
Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual
information about the Company, SubCo, or Polymath. The representations, warranties, and covenants contained in the Acquisition Agreement
were made only for the purposes of the Acquisition Agreement as of the specific dates therein, were solely for the benefit of the parties
to the Acquisition Agreement, and may be subject to limitations agreed upon by the contracting parties.
Summary
of Series C Preferred Stock
As
discussed above, in connection with the Acquisition Agreement, the Company will issue Series C preferred stock to certain Polymath shareholders.
Each share of Series C preferred stock has a stated value of $1,000 per share. The Series C preferred stock is convertible into shares
of the Company’s Class A common stock at a conversion ratio equal to the stated value divided by the conversion price of $0.9695
per share, subject to adjustment as set forth in the certificate of designation for the Series C preferred stock. Effective as of 5:00
p.m. Eastern time on the second business day after the Company has obtained stockholder approval for the conversion of the Series C preferred
stock for purposes of Nasdaq Rules 5635(a) and 5635(b) and, if required, has obtained Nasdaq approval of a new listing application filed
after completion of the acquisition contemplated by the Acquisition Agreement, each outstanding share of Series C preferred stock will
automatically convert into a number of shares of Class A common stock equal to the conversion ratio. Following stockholder approval,
and subject to the beneficial ownership and other limitations set forth in the certificate of designation, holders may also elect to
convert shares of Series C preferred stock into Class A common stock at the conversion ratio by delivering a notice of conversion to
the Company.
Until
Nasdaq approval has been obtained, if required, the Company may not effect, and a holder may not convert, any portion of the Series C
preferred stock to the extent that, after giving effect to the conversion, the aggregate ownership of all holders would exceed 19.99%
of the number of shares of Class A common stock outstanding immediately after giving effect to the conversion. Any shares issued in excess
of this limitation will be deemed null and void and cancelled ab initio, and the applicable holder will not have the power to vote or
transfer those excess shares. The beneficial ownership limitation may not be waived and applies to successor holders of the Series C
preferred stock. No shares of Series C preferred stock may convert into Class A common stock before the required stockholder approval
and Nasdaq approval have been obtained, if required.
Holders
of Series C preferred stock are entitled to receive dividends on an as-converted basis, without regard to the beneficial ownership limitation,
equal to and in the same form and manner as dividends actually paid on shares of Company Class A common stock. Except as provided in
the certificate of designation, no other dividends are payable on the Series C preferred stock, and the Company may not pay dividends
on Class A common stock, other than dividends payable in Class A common stock, unless it simultaneously pays the corresponding dividend
on the Series C preferred stock.
The
Series C preferred stock has no voting rights, except as otherwise provided in the certificate of designation or required by the Nevada
Revised Statutes. So long as any shares of Series C preferred stock are outstanding, the Company may not take certain actions without
the affirmative vote or written consent of holders of a majority of the outstanding shares of Series C preferred stock, including adversely
changing the rights of the Series C preferred stock, issuing additional Series C preferred stock or changing the authorized number of
shares of Series C preferred stock other than by conversion, consummating certain fundamental transactions or other business combinations,
issuing Class A common stock or securities that convert into Class A common stock other than as contemplated by the Acquisition Agreement,
or entering into any agreement with respect to the foregoing.
With
respect to distributions of assets upon liquidation, dissolution or winding up, the Series C preferred stock ranks senior to any class
or series of capital stock created after the designation of the Series C preferred stock that expressly ranks junior to the Series C
preferred stock, on parity with the Class A and Class B common stock and any class or series of capital stock created after such designation
that expressly ranks on parity with the Series C preferred stock, and junior to the Company’s Series A preferred stock and any
class or series of capital stock created after such designation that expressly ranks senior to the Series C preferred stock. Upon a liquidation,
dissolution or winding up of the Company, and subject to the prior and superior rights of any senior securities, each holder of Series
C preferred stock is entitled to receive, before any distribution to holders of junior securities, the amount that would be paid on the
shares of Class A common stock underlying the Series C preferred stock on an as-converted basis, without regard to the beneficial ownership
limitation, plus any declared but unpaid dividends.
The
conversion price of the Series C preferred stock is subject to adjustment for stock dividends, stock splits, combinations and similar
events affecting the Class A common stock. In the event of certain fundamental transactions, holders of Series C preferred stock will
be entitled, upon subsequent conversion, to receive the securities, cash or other property that the holders would have received had the
Series C preferred stock been converted immediately before the fundamental transaction, without regard to the beneficial ownership limitation.
So
long as any shares of Series C preferred stock remain outstanding, the Company and its subsidiaries are subject to certain negative covenants
absent the affirmative vote of holders of a majority of the outstanding shares of Series C preferred stock, including restrictions on
incurring or guaranteeing indebtedness, permitting liens, repaying indebtedness, redeeming or repurchasing capital stock or paying cash
dividends or distributions, disposing of assets outside the ordinary course or as otherwise contemplated by the Acquisition Agreement,
engaging in materially different lines of business, and entering into certain affiliate transactions.
Concurrent
Financing Agreements
On
August 17, 2026, the Company entered into a Second Amendment, Waiver and Exchange Agreement (“Waiver and Exchange Agreement”)
with certain holders of the Company’s Series A preferred stock (the “Series A preferred stock”), pursuant to which
the Company agreed to issue new warrants (the “Series B preferred warrants”) to purchase shares of the Company’s newly
designated Series B preferred stock in exchange for outstanding warrants to purchase shares of Series A preferred stock. The closing
of the exchange is subject to the conditions set forth in the Waiver and Exchange Agreement, including, among other things, the completion
of the acquisition of Polymath.
The
Waiver and Exchange Agreement also provides for certain one-time waivers and consents in connection with the Company’s proposed
acquisition of Polymath, including waivers and consents necessary to permit the Polymath acquisition and related issuances. The Waiver
and Exchange Agreement also includes (i) a reset of the Series A conversion price to $1.00 per share as of the market closing
on the trading day immediately preceding the date of the Waiver and Exchange Agreement and (ii) a reset under which, if the conversion
price exceeds the Minimum Price (as defined in the Nasdaq Marketplace Rules) on the date the Company provides notice of an election
to force an exercise under Section 1(d)(ii)(2) Series B preferred warrants (such date, the “SA Forced Exercise Notice Date”),
the conversion price automatically lowers to the applicable reset price. The Waiver and Exchange Agreement further requires the Company
to seek stockholder approval for the issuance of all of the new securities in compliance with Nasdaq rules within the specified time
periods.
The
exchange will be effected in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended. Upon issuance of the new Series B preferred warrants, the exchanged Series A preferred warrants will be cancelled, and the new
Series B preferred warrants will be immediately exercisable for shares of Series B preferred stock, which will be convertible into shares
of the Company’s Class A common stock at the holder’s option following issuance, subject to the beneficial ownership limitation and the applicable
Nasdaq Exchange Cap described below.
In
connection with the exchange, the Company will enter into a Registration Rights Agreement at closing of the exchange, pursuant
to which the Company will agree to file a resale registration statement covering the shares of Class A common stock issuable
upon conversion of the Series B preferred stock issued or issuable upon exercise of the new Series B preferred warrants. The Registration
Rights Agreement requires the Company to file the initial registration statement within 30 calendar days after the closing date of the
acquisition of Polymath and to use reasonable best efforts to cause it to become effective by the applicable effectiveness deadline.
Description
of the Series B Warrants
Each
Series B preferred warrant will be exercisable for the number of shares of Series B preferred stock set forth in the applicable warrant
at an exercise price of $900 per share of Series B preferred stock, subject to adjustment. Each share of Series B preferred stock has
a stated value of $1,000. The Series B preferred warrants expiration date is the 18-month anniversary of the stockholder approval date,
unless extended by written consent of the Company and the holder.
The
Series B preferred warrants also provide for potential forced exercises in three tranches. First, after the closing of the acquisition
of Polymath, the Company may require all holders of Series B preferred warrants to exercise a portion of their warrants for Series B
preferred stock with a stated value of up to $1.5 million; provided either (1) the Company’s market capitalization is at
least $7.5 million for three consecutive trading days immediately before the notice of exercise, unless waived, or (2) the Conversion
Amount (as set out in the Exchange Agreement), excluding any Make-Whole Amount, of the Series A preferred shares outstanding is
less than 42% of the aggregate stated value as of the date of the Waiver and Exchange Agreement. Second, on or after the later of
(i) the consummation of the Polymath acquisition, (ii) the 25th calendar day following the initial forced exercise, and (iii) the date
on which the Company obtains the Shareholder Approval, the Company may require all holders of Series B preferred warrants to exercise
an additional portion of their warrants for Series B preferred stock with a stated value of up to $1.5 million (the “SA forced
exercise”). Third, on or after the later of (i) the 25th calendar day following the SA forced exercise and (ii) the date on which all
shares of the Company’s Series C preferred stock have been converted into Class A common stock, the Company may require all holders of Series B preferred warrants to exercise an additional portion of
their warrants for Series B preferred stock with a stated value of up to $2.0 million. Any forced exercise of the second or third amounts
is subject to specified conditions, including certain market capitalization requirements, that there be no equity conditions failure,
and that no triggering event has occurred.
The
exercise price and number of shares issuable upon exercise are subject to customary adjustment for stock dividends, stock splits, recapitalizations,
combinations and similar events affecting the Series B preferred stock, and the Company may voluntarily reduce the exercise price with
the prior written consent of the holder.
Description
of the Series B Preferred Stock
In
connection with the closing of the exchange, the Company will file a Certificate of Designation establishing the Series B preferred stock
(the “Series B COD”). Each share of Series B preferred stock will have a stated value of $1,000, subject to adjustment for
stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions, and similar events.
The
Series B preferred stock will rank junior to any senior preferred stock (other than the Series A Preferred Stock), pari passu
with any parity stock, and senior to the Company’s junior stock with respect to dividends, distributions, and payments upon liquidation,
dissolution, or winding up. The Series B COD restricts the Company from authorizing or issuing senior preferred stock, parity stock,
or certain junior stock with a redemption or repayment date before the second anniversary of the initial issuance date, unless the required
holders consent.
The
Series B preferred stock will accrue dividends from the initial issuance date at a rate of 10% per annum, computed on the basis of a
360-day year and twelve 30-day months. If dividends are paid in shares of Class A common stock, the dividends are recalculated at a deemed
rate of 12.5% per annum. Dividends are payable in arrears on the first trading day of each fiscal quarter and may be paid, subject to
the terms of the Series B COD, in shares of Class A common stock, in cash, in a combination of cash and shares, or by increasing the
stated value of the Series B preferred stock.
Each
share of Series B preferred stock will be convertible, at the holder’s option, into shares of Class A common stock at any time
after the initial issuance date, provided that no holder may convert to the extent that, after giving effect to the conversion, the aggregate
ownership of shares of Class A common stock acquired upon conversion of the Series B preferred stock of all the holders of Series B preferred
stock would exceed 19.9% of the number of shares of Class A common stock outstanding immediately after giving effect to the conversion.
The number of shares of Class A common stock issuable upon conversion will generally be determined by dividing the applicable conversion
amount by the conversion price. The initial conversion price is $1.00 per share, subject to adjustment under the Series B COD. The conversion
amount includes the stated value, any additional amount, any make-whole amount, and any other amounts owed to the holder under the Series
B COD or the other exchange documents. The make-whole amount generally equals the additional dividends that would accrue on the converted,
redeemed, or repaid Series B preferred stock through the five-year anniversary of the applicable issuance date.
The
Series B COD includes a beneficial ownership limitation that prohibits the Company from effecting a conversion to the extent that, after
giving effect to the conversion, the holder and its attribution parties would beneficially own more than 4.99% of the outstanding shares
of common stock. A holder may increase or decrease its beneficial ownership limitation by notice to the Company, but any increase may
not exceed 9.99% and will not become effective until the 61st day after delivery of the notice. The beneficial ownership limitation may
not be waived and applies to successor holders of the shares of Series B preferred stock.
The
Series B COD contains anti-dilution and adjustment provisions. If the Company issues or is deemed to issue common stock below the then-applicable
conversion price, subject to specified exclusions, the conversion price will be reduced to the new issuance price. The conversion price
is also subject to proportional adjustment for stock splits, stock dividends, stock combinations, recapitalizations, and similar transactions.
If the Company issues variable price securities, holders may have the right to substitute the variable price for the conversion price
for purposes of a particular conversion. The Series B COD also includes (i) a 12-month reset under which, if the conversion price exceeds
the 30-trading-day average VWAP ending immediately before the reset date, the conversion price automatically lowers to that reset price
and (ii) a reset under which, if the conversion price exceeds the Minimum Price (as defined in the Nasdaq Marketplace Rules) on the SA Forced Exercise Notice Date, the conversion price automatically lowers
to that reset price.
The
Series B COD provides for multiple triggering events, including failures to pay dividends or other amounts when due, certain failures
to reserve sufficient authorized shares, breaches of transaction documents, failure to comply with specified covenants, any Series B
preferred stock remaining outstanding on or after January 8, 2030, certain changes of control without required holder consent, and the
occurrence of a material adverse effect. Upon a triggering event, holders may have alternate conversion rights using an alternate conversion
price, and the alternate conversion mechanics include a required premium component in the conversion amount.
The
Series B COD includes covenants restricting the Company and its subsidiaries from, among other things, incurring non-permitted indebtedness,
redeeming or repurchasing capital stock or paying cash dividends on capital stock, transferring assets outside permitted categories,
and changing the nature of the business.
The
holders of the Series B preferred stock generally will have no voting rights, except as required by Nevada law and as otherwise provided
in the Series B COD.
The
foregoing descriptions of the Waiver and Exchange Agreement, the Series B preferred stock Certificate of Designation, the Series B warrant,
and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Waiver and
Exchange Agreement, the Series B preferred stock Certificate of Designation, the Series B warrant, and the Registration Rights Agreement,
copies of which are filed as Exhibits 10.1, 3.1, 3.2 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item
3.02. |
Unregistered
Sales of Equity Securities. |
The
disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
issuance of the securities pursuant to the Acquisition Agreement and the issuance of the new Series B preferred warrants pursuant
to the Waiver and Exchange Agreement, will be made pursuant to an exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended. The shares of Series B preferred stock issuable upon exercise of the new Series B preferred warrants,
and the shares of Class A common stock issuable upon conversion of such Series B preferred stock, have not been registered under the
Securities Act and will be issued pursuant to applicable exemptions from registration under the Securities Act of 1933.
On
August 18, 2026, TruGolf and Polymath issued a joint press release announcing that they had entered into the Acquisition Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are
not limited to, statements regarding the expected completion of the Polymath acquisition, the anticipated benefits of the transaction,
the expected timing of the closing, the ability to satisfy closing conditions, and the anticipated financing arrangements. These statements
are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Factors
that could cause or contribute to such differences include, but are not limited to: the risk that the Polymath acquisition may not be
consummated in a timely manner or at all; the failure to obtain required stockholder or regulatory approvals; the failure to satisfy
other closing conditions; the occurrence of any event, change, or circumstance that could give rise to the termination of the Acquisition
Agreement; the risk that the anticipated benefits of the transaction may not be realized; the risk that the Concurrent Financing may
not be completed on expected terms or at all; risks related to the integration of Polymath’s business with the Company’s
existing operations; general economic, market, and business conditions; and other risks described in the Company’s filings with
the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by applicable law.
| Item 9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits.
| No. |
|
Description |
| 2.1* |
|
Acquisition Agreement, dated as of August 17, 2026, by and among TruGolf Holdings, Inc.,18141991 Canada Inc. and Polymath Research Inc. |
| 3.1 |
|
Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of TruGolf Holdings, Inc. |
| 3.2 |
|
Form of Series B Preferred Warrant |
| 10.1 |
|
Form of Second Amendment, Waiver and Exchange Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release dated August 18, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*Schedules
and exhibits have been omitted pursuant to Item 601(a)(4) and (a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will
be furnished supplementally to the SEC upon request.
SIGNATURES
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 hereunto duly authorized.
| Date:
August 18, 2026 |
TRUGOLF
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Steven Passey |
| |
Name: |
Steven
Passey |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
| TruGolf
Holdings, Inc. |
Polymath
Research Inc. |
JOINT
NEWS RELEASE
TruGolf
to Acquire Polymath Research Inc., Bringing Tokenization Innovator to the Public Markets on Nasdaq
Polymath
to become one of the first Layer-1 Blockchain companies in the public markets on the NASDAQ Stock Exchange via a business combination
with TruGolf Holdings, Inc., making institutional-grade tokenization accessible to the financial industry at scale.
Salt
Lake City, Utah, and Toronto, Canada, August 18, 2026 – TruGolf Holdings, Inc. (“TruGolf” or the “Company”)
(NASDAQ: TRUG) and Polymath Research Inc. (“Polymath”), a privately-held Canadian technology company focused on the
issuance, compliance and lifecycle management of regulated digital securities and other tokenized financial instruments, today jointly
announced that they have entered into an acquisition agreement dated August 17, 2026, pursuant to which TruGolf will acquire Polymath
in exchange for shares of TruGolf Class A common stock and non-voting Series C preferred stock (the “Transaction”).
The Transaction will bring one of the first regulated, purpose-built blockchains for tokenized securities to the public markets, positioning
the combined company at the center of a fundamental shift in how the world’s financial assets are issued, traded, and owned.
Tokenization,
representing real-world assets such as securities, funds, and private investments as digital tokens on a blockchain, is widely regarded
as one of the most significant shifts underway in global capital markets, with the potential to make traditionally illiquid assets faster
to issue, cheaper to administer, and tradable around the clock. Polymath sits at the forefront of that shift as the creator of Polymesh,
an institutional-grade, purpose-built Layer-1 blockchain designed specifically for regulated assets. Unlike general-purpose blockchains,
Polymesh builds compliance, identity verification, and governance requirements directly into the base layer of the chain, enabling banks,
asset managers, and other regulated institutions to issue and manage tokenized securities within existing legal frameworks. Following
its acquisition of Polymesh Labs earlier this year, Polymath unified the blockchain and its tokenization platform under one roof, giving
institutions a single, end-to-end path to issue and manage regulated assets on-chain. Polymath had revenues of $4.2 million in 2025 and
assets totaling $21 million.
Through
the combination, Polymath will join the public markets as part of TruGolf, which will remain listed on Nasdaq. Polymath’s shareholders
will become stockholders of the combined company, receiving a mix of TruGolf Class A common stock and non-voting Series C preferred stock
as consideration.
Additionally,
in connection with the Transaction, TruGolf will raise aggregate gross proceeds of $3.0 million (in stated value) from existing holders
of TruGolf’s Series A preferred stock concurrently with the closing.
Brenner
Adams, TruGolf’s Chairman of the Board, said, “This acquisition marks an exciting new chapter of growth for TruGolf. Our
Company will now have exposure to one of the fastest-growing areas of financial infrastructure while the golf simulation business continues
to operate with full focus and continuity. We believe tokenization is where capital markets are headed, and Polymath has spent nearly
a decade building the compliant infrastructure institutions need to get there. Bringing that platform into a public company gives it
the credibility and access to capital to accelerate institutional adoption and positions our shareholders to benefit as that market matures.
Combining two growing, distinct businesses should accelerate TruGolf’s path to profitability. We believe this path will provide
the best opportunity for our stakeholders to receive the appropriate valuation in the marketplace for our company.”
Natalie
Hirsch, Chief Financial Officer of Polymath, who will serve as Chief Financial Officer and Chief Operating Officer of the combined company
following closing, added:
“This
transaction marks a pivotal moment for Polymath and the broader tokenization industry as a whole. Becoming part of a NASDAQ-listed company
will give us the transparency, credibility, and access to capital that institutional partners have come to expect. We built Polymath
to make regulated digital securities practical at scale, and this milestone validates years of disciplined work by our team. As we bring
our purpose-built infrastructure to the public markets, we look forward to supporting institutional adoption of tokenized real-world
assets.”
Natalie
Hirsch is a finance and operations leader with more than 15 years of experience across public and private companies in fintech, enterprise
software, and e-commerce. As CFO of Polymath for the past two years, Hirsch drives strategic planning, financial modeling, and scaling
operations to fuel growth in the tokenization space. Previously, Hirsch served as Interim CEO and COO of AnalytixInsight Inc. (TSXV),
overseeing global operations and serving on the board of its Italian fintech subsidiary. Before that, she spent more than four years
at Coinsquare as Vice President of Operations, where she played a key role in establishing and scaling one of Canada’s first regulated
investment dealers and alternative trading systems (ATS) for digital assets, helping bridge the gap between traditional capital markets
and emerging blockchain infrastructure. A CPA, CA and PMP, Hirsch holds an MBA with honors from Tel Aviv University’s Recanati
School of Business and a Master’s in Management & Professional Accounting from the Rotman School of Management at the University
of Toronto.
As
consideration for the Transaction, the shareholders of Polymath (will receive such number of shares of Class A common stock of TruGolf
equal to approximately 19.9% of the total outstanding TruGolf Class A common shares immediately prior to closing, together with shares
of non-voting Series C preferred stock, the number of which will be determined based on the balance of the total purchase price payable,
less the TruGolf Class A common shares issued at closing, divided by the number of issued and outstanding shares of Polymath immediately
before the closing.
Closing
Conditions and Further Information
The
Transaction has been unanimously approved by the boards of directors of both TruGolf and Polymath and is expected to close in the third
quarter of 2026, subject to customary closing conditions, including TruGolf maintaining a minimum market value of listed securities of
at least $10.0 million for a period of at least ten consecutive trading days, receipt of all requisite regulatory and third-party consents,
waivers, and approvals for the closing, as applicable. There can be no assurance that the Transaction will be completed as proposed or
at all.
Further
details of the Transaction can be found in the Company’s Form 8-K filed on Edgar on August 18, 2026.
This
news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United
States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “1933 Act”), or any state securities laws and may not be offered or sold in the United States or to the account or benefit
of a U.S. person absent an exemption from the registration requirements of the 1933 Act.
| Contact
Information: |
|
| |
|
TruGolf
Holdings, Inc.
60
North 1400 West
Centerville,
Utah 84014
917-886-9071
Email:
mbacal@darrowir.com |
Polymath
Research Inc.
100
King Street West, Suite 5700,
Toronto,
Ontario, Canada, M5X 1C7
Email:
ir@polymath.network |
About
the Company
Since
1983, TruGolf has been passionate about driving the golf industry forward with innovative indoor golf solutions. TruGolf builds products
that capture the spirit of golf. TruGolf’s mission is to help grow the game by making it more available, approachable, and affordable
through technology, because TruGolf believes that golf is for everyone. TruGolf’s team has built award-winning video games, innovative
hardware solutions, and an all-new e-sports platform to connect golfers around the world with E6 CONNECT. Since TruGolf’s beginning,
TruGolf has continued to attempt to define and redefine what is possible with golf technology.
About
Polymath
Polymath
is a privately-held Canadian technology company that develops enterprise-grade capital markets infrastructure for the issuance,
compliance, and lifecycle management of regulated digital securities and other tokenized financial instruments for private and institutional
markets.
Polymath
enables issuers, investors, and market participants to create and manage tokenized representations of real-world assets within compliant
frameworks, supporting investor onboarding, regulatory controls, and post-issuance administration across private and institutional markets.
With
a strong history of building blockchain-based capital markets infrastructure, Polymath’s technology is designed to support scalable,
compliant deployment of tokenized securities across a variety of asset classes, including real-world assets, private equity, and structured
financial products.
Polymath’s
solutions are purpose-built for institutional adoption and evolving regulatory environments.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of
1995, including Section 27A of the 1933 Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well
as forward-looking information within the meaning of applicable securities laws. Forward-looking statements are statements that are not
historical facts and include statements regarding beliefs, plans, expectations, intentions, estimates, projections, or assumptions regarding
future events or performance.
Forward-looking
statements in this press release include, but are not limited to, statements regarding: the completion of the Transaction; the structure
and timing of the Transaction and the financing, including the amalgamation; the issuance and conversion of the TruGolf Common Shares
and Series C Preferred Shares; the completion, size, and use of proceeds of the financing; anticipated timing of any changes to management
roles; anticipated changes to the Board and management of TruGolf; and the satisfaction of closing conditions, regulatory approvals,
and other approvals required to consummate the Transaction.
Forward-looking
statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,”
“plans,” “projects,” “estimates,” “may,” “will,” “would,” “could,”
“should,” and similar expressions or the negative thereof. These statements are based on current expectations, assumptions,
and estimates of management as of the date of this press release and involve known and unknown risks, uncertainties, and other factors
that may cause actual results, performance, or developments to differ materially from those expressed or implied by such forward-looking
statements.
Factors
that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others:
the failure to complete the Transaction or the financing on the terms described or at all; the inability to satisfy closing conditions
or obtain required regulatory, exchange, or shareholder approvals; changes in market conditions; risks related to the issuance, conversion,
and dilution effects of equity securities; risks related to digital assets and token-related initiatives; execution risks associated
with integrating Polymath’s business following the closing; changes in applicable laws or regulations; competitive pressures; general
economic and business conditions; and other risks and uncertainties described from time to time in TruGolf’s filings with the Securities
and Exchange Commission.
Although
management believes that the assumptions and expectations reflected in the forward-looking statements are reasonable as of the date hereof,
no assurance can be given that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date they are made, and TruGolf undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable
law.
