TruGolf Holdings, Inc. has filed an amendment to its previously announced acquisition agreement with Polymath Research Inc. The original agreement, entered into on August 17, 2026, outlined a plan for Polymath and a wholly owned subsidiary of TruGolf to amalgamate under Canadian law to form a new entity. The amendment, executed on September 8, 2026, provides specific details regarding the capital structure of the transaction.
Under the terms of the amendment, Polymath shareholders will receive a combination of Class A common stock and newly designated Series C convertible preferred stock. The Class A common stock consideration is fixed at 19.9% of the Company’s issued and outstanding Class A common stock immediately prior to the effective time. The Series C preferred stock consideration is calculated based on a reference amount of $140,000,000, reduced by the value of the Class A common stock issued.
The amendment establishes that each share of Series C preferred stock has a stated value of $1,000. The number of shares to be issued is determined by dividing the Series C Preferred Value by $1,000. These shares are convertible into Class A common stock at a conversion ratio equal to the stated value divided by a conversion price of $3.94 per share.
The filing outlines several conditions for conversion. Effective as of 5:00 p.m. Eastern time on the second business day after the Company obtains stockholder approval for the conversion and, if required, Nasdaq approval of a new listing application, each outstanding share of Series C preferred stock will automatically convert into Class A common stock. Until these approvals are secured, the Company and holders are restricted from converting shares to ensure that the aggregate ownership of all holders does not exceed 19.99% of the Class A common stock outstanding after conversion. The Series C preferred stock carries no voting rights, except in specific circumstances, and ranks senior to any junior securities in the event of liquidation or dissolution.
