Business Context and Reporting Period
Company: TruGolf Holdings, Inc. (Nasdaq: TRUG)
Filing Type: Form 8-K (Current Report)
Date of Report: September 8, 2026
Event: Amendment to a Material Definitive Agreement regarding the acquisition of Polymath Research Inc.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a corporate transaction.
Material Changes and Transaction Details
On September 8, 2026, TruGolf Holdings, Inc. amended its Acquisition Agreement dated August 17, 2026, with Polymath Research Inc. ("Polymath"). Key terms of the amended agreement include:
- Structure: Polymath and a TruGolf subsidiary will amalgamate into a new entity ("Amalco"), which will become a wholly-owned subsidiary of TruGolf.
- Consideration: Polymath shareholders will receive:
- Class A common stock equal to 19.9% of TruGolf's issued and outstanding shares immediately prior to the effective time.
- Series C convertible preferred stock based on a reference amount of $140,000,000 minus the value of the Class A common stock issued.
- Preferred Stock Terms:
- Stated Value: $1,000 per share.
- Conversion Price: $3.94 per share of Class A common stock.
- Conversion Timing: Automatic conversion occurs two business days after stockholder and Nasdaq approval. Holders may also elect to convert upon approval.
- Ownership Limitation: Conversion is capped such that aggregate ownership does not exceed 19.99% of outstanding Class A common stock. Excess shares are void.
- Dividends: Series C holders receive dividends on an as-converted basis equal to Class A common stock dividends. No other dividends are payable unless paid on Class A stock.
- Voting Rights: Series C stock has no general voting rights but holds veto power over specific corporate actions (e.g., issuing new stock, fundamental transactions, incurring debt) requiring a majority vote of Series C holders.
- Liquidation Preference: Ranks senior to junior securities, on parity with Class A and B common stock, and junior to Series A preferred stock. Entitled to the amount payable on underlying Class A shares plus unpaid dividends.
Guidance, Outlook, and Risks
Conditions Precedent: The transaction and subsequent conversion of Series C preferred stock are contingent upon obtaining stockholder approval and, if required, Nasdaq approval for a new listing application.
Risks and Covenants: Until Nasdaq approval is obtained, the Company is subject to negative covenants restricting actions such as incurring indebtedness, repurchasing stock, paying cash dividends, or disposing of assets without the affirmative vote of Series C holders.
Management Commentary: The filing contains no forward-looking financial guidance or management commentary beyond the transaction mechanics.
Investor Verification Checklist
- Verify the status of stockholder approval for the acquisition and Series C conversion.
- Confirm whether Nasdaq has approved the new listing application required for the transaction.
- Review the Certificate of Designation for Series C preferred stock to understand specific adjustment mechanisms and voting thresholds.
- Assess the impact of the 19.99% beneficial ownership limitation on the final share count and dilution.
- Monitor for any future filings regarding the consummation of the amalgamation and the issuance of the Series C preferred stock.