TruGolf Holdings, Inc. 8K

TruGolf Holdings, Inc. agreed to acquire Polymath Research Inc. through a Canadian amalgamation, issuing TruGolf common and new Series C preferred stock to Polymath shareholders and arranging up to $5 million of concurrent preferred financing.

TruGolf Holdings, Inc. entered into an Acquisition Agreement dated August 17, 2026 with its wholly owned Canadian subsidiary, 18141991 Canada Inc., and Polymath Research Inc., under which SubCo and Polymath will amalgamate under the Canada Business Corporations Act to form a new corporation (Amalco) that will be a wholly owned subsidiary of TruGolf. At the effective time of the amalgamation, all Polymath common shares will be canceled and exchanged pro rata for TruGolf Class A common stock and a newly created Series C Convertible Preferred Stock, Polymath options will be converted into TruGolf stock options based on a defined exchange ratio, and TruGolf will concurrently undertake up to $5,000,000 of preferred equity financing (including up to $3,000,000 in an initial tranche) via an amended exchange agreement with existing preferred holders. The agreement also provides for post‑closing governance changes at TruGolf, including reconstitution of the board and officers, and sets detailed representations, covenants, conditions, dissent rights, and tax and securities law provisions governing completion of the transaction.

Filing Facts

CIK

1857086

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-038904

Alert Tier

8