TruGolf Holdings, Inc. has completed the acquisition of Polymath Research Inc. On October 8, 2026, the company announced the consummation of the transaction previously agreed upon on August 17, 2026. Under the terms of the Acquisition Agreement, Polymath and a wholly owned subsidiary amalgamated under the Canada Business Corporations Act to form a new entity, Amalco, which became a wholly owned subsidiary of TruGolf.

As consideration for the transaction, Polymath shareholders received 257,494 shares of TruGolf Class A common stock and 136,956 shares of newly designated Series C convertible preferred stock. The Class A common stock issued represented 19.99% of the Company’s issued and outstanding shares immediately prior to the effective time. The Series C preferred stock was determined based on a formula involving a $140,000,000 reference amount minus the value of the common stock issued.

The Series C preferred stock has a stated value of $1,000 per share. It is convertible into Class A common stock at a conversion price of $11.82 per share, subject to stockholder approval and Nasdaq listing approval. Until these approvals are obtained, the Company may not effect conversions that would result in holders owning more than 19.99% of the Class A common stock. The preferred stock ranks senior to junior securities upon liquidation but junior to Series A preferred stock.

TruGolf has also outlined post-closing capital allocation arrangements. The company must reserve $2,500,000 from working capital for Polymath’s business, public company compliance costs, and transaction expenses. Additionally, the Company agreed to allocate 20% of proceeds from future equity financings, excluding the initial $3,000,000 tranche of the Concurrent Financing, to golf-related operations. Within six months of closing, the Company must use commercially reasonable efforts to complete financings totaling $500,000 for golf-related operations.

Following the closing, the Company is required to prepare a proxy statement for a stockholder meeting to consider the conversion of Series B preferred stock, an increase in the number of shares under the Company’s Equity Incentive Plan, and other related matters.