TruGolf Holdings, Inc.

false 0001857086 0001857086 2026-08-17 2026-08-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2026 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 60 North 1400 West Centerville , Utah 84014 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (801) 298-1997 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share TRUG The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. Polymath Acquisition Summary of Acquisition Agreement 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”). Pursuant to the Acquisition Agreement, Polymath and SubCo will amalgamate under the Canada Business Corporations Act and continue as one corporation (“Amalco”). Upon completion of the amalgamation, each of Polymath and SubCo will cease to exist as a separate entity, the assets and liabilities of each will continue as assets and liabilities of Amalco, and Amalco will become a wholly owned subsidiary of the Company. At the effective time of the amalgamation, Polymath shareholders will receive, on a pro rata basis, shares of the Company’s Class A common stock and shares of newly designated Series C convertible preferred stock (the “Series C preferred stock”). The Class A common stock consideration will equal 19.9% of the Company’s issued and outstanding Class A common stock immediately before the effective time, and the Series C preferred stock consideration will be determined under a formula based on a $140,000,000 reference amount minus the value of the Class A common stock being issued to the Polymath shareholders. Each outstanding option to purchase Polymath shares, whether vested or unvested, will be 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 will be adjusted based on the exchange ratio, subject to applicable tax rules, and the replacement options will be governed by the Company’s 2026 Equity Incentive Plan. In connection with the transactions contemplated by the Acquisition Agreement, the Company has agreed to enter into a waiver and exchange agreement relating to a concurrent financing (the “Concurrent Financing”) in which the Company will issue Series B convertible preferred stock. The Acquisition Agreement contemplates aggregate gross proceeds of up to $5,000,000 from the Concurrent Financing, with an initial tranche of stated value of up to $3,000,000 required to close within the timeframes set forth in the waiver and exchange agreement. The parties’ obligation to consummate the transaction is conditioned, among other things, on the Company entering into an irrevocable purchase agreement in connection with the Concurrent Financing providing for gross proceeds of stated value of not less than $3,000,000 to be received within the timeframe set forth in the waiver and exchange agreement. 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 Company’s Series C preferred stock issued in the transaction into shares of Class A common stock in accordance with Nasdaq Listing Rules, the conversion of the Series B preferred stock issued in the Concurrent Financing into shares of Class A common stock, 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 of the Concurrent Financing, to golf-related operations, subject to a cap and other limitations set forth in the Acquisition Agreement. In addition, within six months after closing, the Company must use commercially reasonable efforts to complete financings totaling $500,000 to be applied toward golf-related operations from specified financing sources. The parties also agreed to use reasonable commercial efforts to complete the amalgamation by September 30, 2026, to obtain required approvals and filings, and to refrain from taking actions that would interfere with or be inconsistent with completion of the transaction, subject to the terms of the Acquisition Agreement. Completion of the transaction is subject to customary closing conditions. Polymath’s obligations are also subject to satisfaction, or waiver, of the Concurrent Financing, continued Nasdaq compliance, and maintenance of a minimum market value of listed securities of at least $10,000,000 for at least ten consecutive trading days. The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which will be filed as Exhibit 2.1 to this Current Report on Form 8-K. The Acquisition Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, SubCo, or Polymath. The representations, warranties, and covenants contained in the Acquisition Agreement were made only for the purposes of the Acquisition Agreement as of the specific dates therein, were solely for the benefit of the parties to the Acquisition Agreement, and may be su