TruGolf (NASDAQ: TRUG) completes Polymath acquisition as $3.49 million Series A remains

Posted by Mark Dietrich on Oct 9th, 2026

What happened

TruGolf Holdings, Inc. (NASDAQ: TRUG) completed its Polymath acquisition on October 8, 2026 and reported about $3.49 million of Series A preferred stock outstanding. Polymath and 18141991 Canada Inc. amalgamated into Amalco, which became a wholly owned subsidiary, and Polymath shareholders received 257,494 Class A shares and 136,956 Series C preferred shares. The parties also agreed to set the Series C conversion price at $11.82 per share.

Holders of Series B preferred warrants agreed to exercise for 3,278 shares at $2.95 million in exchange for new warrants for 3,000 more shares.

Humphrey Polanen resigned from the board, David Hackett joined, and Natalie Hirsch became chief financial officer and chief operating officer. TruGolf also agreed to pay Hirsch a $275,000 base salary and grant 133,000 stock options. The company must reserve $2.5 million of working capital and allocate 20% of future equity financing proceeds to golf-related operations, excluding the initial $3 million tranche.

Key numbers

Metric	Latest	Source
Series A preferred stock outstanding	approximately $3.49 million	SEC 8-K
Class A common stock issued to Polymath shareholders	257,494 shares	SEC 8-K
Series C convertible preferred stock issued to Polymath shareholders	136,956 shares	SEC 8-K
Series B preferred warrant exercise price	$2.95 million	SEC 8-K
Series B preferred stock stated value	$3.28 million	SEC 8-K

Why it matters

OptimistFi's case is that TruGolf can create value only if its simulator hardware, software experience and TruGolf Links franchising regain growth without sacrificing gross margin or forcing dilutive financing. This filing is mixed because it closes Polymath and adds preferred-stock layers, while about $3.49 million of Series A preferred stock remains outstanding. On OptimistFi's calculation, the holders agreed to pay $2.95 million for $3.28 million of stated value, a 10.0% discount to stated value.

The strongest caveat in the filing is the cap structure. Series C stock cannot convert before stockholder and Nasdaq approval, and Series B holders face a 4.99% ownership cap with anti-dilution resets.

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What's next

TruGolf says it will file financial statements and pro forma financial information by amendment within 71 calendar days. It also must prepare and file a proxy statement for stockholder approval of the Series C conversion, equity-plan share increases and related charter changes.

Within six months after closing, it must use commercially reasonable efforts to complete $500,000 of financings for golf-related operations. Those filings and financings would support the structure, while delay would leave the new preferred layers harder to judge.

Sources

SEC 8-K — Contains the acquisition closing, preferred-stock terms, board and management changes, capital allocation requirements and Series A preferred stock remaining outstanding.
Exhibit 10.3 — Contains the Third Amendment, Waiver and Exercise Agreement for the Series B preferred warrant exercise.

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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.