TruGolf amends terms of Polymath acquisition

TruGolf detailed fixed Series C preferred stock terms and investor protections tied to its planned Polymath Research acquisition.

Rhea-AI Filing Summary

TruGolf Holdings, Inc. (TRUG) amended its Acquisition Agreement for the planned amalgamation of wholly owned subsidiary 18141991 Canada Inc. with Polymath Research Inc., after which the combined entity will be a wholly owned subsidiary. Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of Class A shares outstanding immediately before closing, plus newly designated Series C preferred stock.

The amendment fixes the number of Series C shares at the “Series C Preferred Value” (a portion of a $140,000,000 reference amount) divided by the $1,000 stated value per share. Each Series C share is convertible into Class A common stock at a conversion ratio based on a $3.94 conversion price, with automatic conversion after required stockholder approval and, if required, Nasdaq approval.

Until Nasdaq approval, aggregate ownership from converting Series C cannot exceed 19.99% of post-conversion Class A shares, with any excess shares deemed void. The Series C carries dividends on an as-converted basis, no general voting rights, priority and parity rights in liquidation relative to other classes, strong protective voting rights, and restrictive negative covenants on additional issuances, indebtedness, asset sales, business changes and certain transactions while any Series C remains outstanding.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class A consideration: 19.9% of issued and outstanding Class A common stock Series C Preferred reference amount: $140,000,000 Series C stated value per share: $1,000 per share +4 more

7 metrics

Class A consideration 19.9% of issued and outstanding Class A common stock Percentage of TruGolf Class A common stock to be issued to Polymath shareholders at closing

Series C Preferred reference amount $140,000,000 Reference amount used to determine the Series C Preferred Value for Polymath shareholders

Series C stated value per share $1,000 per share Stated value of each share of TruGolf Series C preferred stock

Series C conversion price $3.94 per share Conversion price used to calculate the number of TruGolf Class A shares per Series C share

Ownership cap for conversions 19.99% of Class A common stock Maximum aggregate Class A ownership from converting Series C prior to required Nasdaq approval

Acquisition Agreement date August 17, 2026 Date TruGolf, its Canadian subsidiary and Polymath entered into the Acquisition Agreement

Amendment date September 8, 2026 Date the parties entered into the amendment to the Acquisition Agreement

Key Terms

Series C preferred stock, conversion ratio, beneficial ownership limitation, fundamental transactions, +1 more

5 terms

Series C preferred stock financial

"shares of newly designated Series C convertible preferred stock (the “Series C preferred stock”)"

A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.

conversion ratio financial

"convertible into shares of the Company’s Class A common stock at a conversion ratio"

The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.

beneficial ownership limitation financial

"subject to the beneficial ownership and other limitations set forth in the certificate"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

fundamental transactions financial

"consummating certain fundamental transactions or other business combinations"

negative covenants financial

"subject to certain negative covenants absent the affirmative vote of holders"

FAQ

What acquisition is TruGolf Holdings, Inc. (TRUG) pursuing with Polymath Research?

TruGolf is acquiring Polymath Research through an amalgamation of Polymath and TruGolf’s Canadian subsidiary under the Canada Business Corporations Act. The combined entity will become a wholly owned subsidiary of TruGolf, with Polymath shareholders receiving TruGolf Class A common and Series C preferred stock.

How much TruGolf (TRUG) Class A common stock will Polymath shareholders receive?

Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of TruGolf’s issued and outstanding Class A common stock immediately before the effective time of the amalgamation, allocated on a pro rata basis among the Polymath shareholders.

What is the economic reference amount for TruGolf’s Series C preferred stock in the Polymath deal?

The Series C preferred stock consideration is based on a $140,000,000 reference amount, reduced by the value of the Class A common stock issued to Polymath shareholders. The remaining amount, the “Series C Preferred Value,” is divided by $1,000 to determine the number of Series C shares.

What are the conversion terms for TruGolf’s Series C preferred stock?

Each Series C preferred share has a $1,000 stated value and is convertible into TruGolf Class A common stock at a conversion ratio equal to the stated value divided by a $3.94 conversion price, subject to customary adjustments for stock splits and similar corporate actions.

When will TruGolf’s Series C preferred stock automatically convert into Class A common stock?

Each outstanding Series C preferred share will automatically convert, effective at 5:00 p.m. Eastern time on the second business day after TruGolf obtains required stockholder approval for conversion under Nasdaq Rules 5635(a) and 5635(b) and, if required, Nasdaq approval of a new listing application.

What ownership limitation applies to conversion of TruGolf’s Series C preferred stock?

Until Nasdaq approval has been obtained, if required, TruGolf may not effect, and holders may not convert, Series C preferred stock if aggregate ownership of all holders would exceed 19.99% of Class A common stock outstanding immediately after conversion. Any excess shares are deemed null, void and cancelled.

What rights and covenants are attached to TruGolf’s Series C preferred stock?

Series C holders receive dividends on an as-converted basis, no general voting rights, specified consent rights over actions affecting the Series C or major transactions, defined liquidation ranking relative to other classes, and negative covenants restricting indebtedness, liens, certain issuances, asset sales, business changes and affiliate transactions while Series C is outstanding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/09/2026 - 05:15 PM Accepted by SEC EDGAR 09/09/2026 - 05:14 PM Learn about SEC filing dates

false 0001857086 0001857086 2026-09-08 2026-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 8, 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.

As previously disclosed, 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 (such remaining amount, the “Series C Preferred Value”).

On September 8, 2026, the parties entered into an amendment to the Acquisition Agreement (the “Amendment”, pursuant to which the number of shares of Series C preferred stock to be issued was fixed at the Series C Preferred Value divided by $1,000. Each share of Series C preferred stock has a stated value of $1,000 per share. The Amendment provides that 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 $3.94 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.		Description
2.1		Amendment Agreement dated September 8, 2026 to Acquisition Agreement, dated as of August 17, 2026, by and among TruGolf Holdings, Inc., 18141991 Canada Inc. and Polymath Research Inc.
2.2*		Acquisition Agreement, dated as of August 17, 2026, by and among TruGolf Holdings, Inc., 18141991 Canada Inc. and Polymath Research Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on 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: September 9, 2026	TRUGOLF HOLDINGS, INC.
	By:	/s/ Steven Passey
	Name:	Steven Passey
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-2.1 EX-2.1 25.0 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB