TruGolf completes acquisition of Polymath Research; brings blockchain for regulated assets to Nasdaq

TruGolf Holdings Inc. (TRUG) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on October 09, 2026. Consummation of Polymath Acquisition 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"). On October 8, 2026, the parties consummated the transaction set forth in the Acquisition Agreement. Pursuant to the Acquisition Agreement, Polymath and SubCo amalgamated under the Canada Business Corporations Act and continued as one corporation ("Amalco"). Upon completion of the amalgamation, each of Polymath and SubCo ceased to exist as a separate entity, the assets and liabilities of each continued as assets and liabilities of Amalco, and Amalco became a wholly owned subsidiary of the Company. Each outstanding option to purchase Polymath shares, whether vested or unvested, was assumed by the Company and converted into an option to purchase shares of the Company's Class A common stock on substantially the same terms and conditions, including applicable vesting, forfeiture and post-termination exercise provisions. The number of shares subject to each replacement option and the exercise price of each replacement option were adjusted based on the exchange ratio, subject to applicable tax rules, and the replacement options are governed by the Company's Equity Incentive Plan. Following the closing, the Company is required to prepare and file with the Securities and Exchange Commission a proxy statement for a meeting of its stockholders to consider and vote on, among other matters, the conversion of the Series B preferred stock issued in the Concurrent Financing into shares of Class A common stock, the increase in the number of shares under the Company's current Equity Incentive Plan and/or the adoption of the 2026 Equity Incentive Plan and any necessary charter amendment or related stockholder matters (the "Shareholder Approval"). The Acquisition Agreement provides for certain post-closing capital allocation arrangements. From and after the effective date, the Company must reserve $2,500,000 from its working capital for the operation of Polymath's business, the Company's public company compliance costs and Polymath's transaction expenses, with the remaining working capital reserved for operation of the Company's golf-related business. The Company also agreed to allocate 20% of proceeds from future equity financings, excluding funds raised in the initial $3,000,000 tranche (stated value) of the Concurrent Financing (discussed below), to golf-related operations, subject to a cap and other limitations set forth in the Acquisition Agreement. In addit