TruGolf Holdings has agreed to acquire Polymath Research Inc. through the amalgamation of its Canadian subsidiary with the blockchain technology company, creating a new wholly owned entity while allowing TruGolf to retain its Nasdaq listing.

The transaction, announced on August 18, 2026, was unanimously approved by the boards of both companies. It is expected to make Polymath one of the early Layer-1 blockchain companies to enter public markets and would place its Polymesh infrastructure for regulated tokenized securities under a Nasdaq-listed company. Layer-1 blockchain networks have typically reached investors through tokens traded on cryptocurrency exchanges rather than through listed equity, which makes a Nasdaq-listed company whose core asset is a blockchain network an uncommon structure in U.S. public markets.

The deal is structured to combine TruGolf’s public-market platform with Polymath’s Polymesh Layer-1 blockchain and regulated tokenization technology, giving investors exposure to blockchain-based capital markets infrastructure while TruGolf continues to operate its existing golf technology business.

Under the proposed terms, Polymath shareholders will receive a combination of TruGolf Class A common shares representing approximately 19.9% of TruGolf’s outstanding stock before closing and non-voting Series C preferred shares. Existing Polymath options are also expected to be converted into equity awards in TruGolf.

Financing planned alongside acquisition

TruGolf also intends to conduct financing of up to $5 million in connection with the transaction. The capital plan includes a required $3 million Series B preferred financing and other funding arrangements intended to support the expansion of Polymath while preserving capital for TruGolf’s golf operations.

The transaction is targeted for completion by the end of the third quarter of 2026, subject to customary closing conditions. These include TruGolf maintaining at least $10 million in the market value of its listed securities for 10 consecutive trading days, as well as meeting Nasdaq and other applicable regulatory requirements.

The companies have established new Series B and Series C preferred structures featuring conversion caps and protective provisions. The arrangements are intended to limit certain leverage and capital-related actions while providing financing flexibility as the combined company expands its blockchain operations.

Equity arrangements and dilution considerations

TruGolf has separately reached a waiver and exchange agreement with holders of its existing Series A preferred securities. Under the arrangement, current warrants will be replaced with Series B preferred warrants that may be required to convert in stages based on market capitalization and conversion-related measures.

The new instruments include reset mechanisms, anti-dilution protections and provisions designed to account for dividends. These terms underscore the potential impact of the transaction on the company’s future capital structure and shareholder dilution.

The financing arrangements are particularly relevant as TruGolf moves toward a broader business model that combines sports technology with blockchain-based financial infrastructure.

Capital allocation and leadership changes

Following closing, $2.5 million in working capital is expected to be allocated to Polymath’s operations, public-company expenses and transaction-related costs. Remaining liquidity would be directed toward TruGolf’s golf business.

Polymath CFO Natalie Hirsch is expected to join the combined company as chief financial officer and chief operating officer. The appointment is intended to bring additional financial and fintech expertise to the organization as it integrates Polymath’s technology and seeks to improve profitability.

Polymath’s Polymesh platform is designed to support regulated digital securities by incorporating compliance, identity verification and governance into the issuance and management of tokenized real-world assets on a Layer-1 blockchain. That focus aligns with broader activity in tokenized real-world assets, where asset managers and banks have issued tokenized money-market funds, bonds and other instruments on blockchain networks as institutions test digital-asset infrastructure for regulated markets.

Big news: @TruGolfSim (Nasdaq: TRUG) has agreed to acquire Polymath, taking Polymesh public. On closing, the combined company is set to be the first Nasdaq-listed company whose core business is a purpose-built Layer-1 blockchain. #RWA Details: — Polymath (@PolymathNetwork) August 18, 2026

TruGolf and Polymath target complementary markets

TruGolf, founded in 1983, develops indoor golf technology, including simulation hardware, software and an esports platform. Its products are designed to make golf more accessible through digital and technology-driven experiences. TruGolf itself became a Nasdaq-listed company in 2024 through a combination with a special purpose acquisition company.

Polymath is a privately held Canadian technology company focused on capital markets infrastructure for regulated digital securities and tokenized financial instruments. Its technology targets institutional and private markets, including private equity, real-world assets and structured financial products.

Polymath generated $4.2 million in revenue during 2025 and reported $21 million in assets, according to the transaction announcement. The acquisition would give TruGolf a pathway into the market for blockchain-enabled capital markets while providing Polymath with access to public-market infrastructure.

The proposed combination could place TruGolf at the intersection of sports technology and blockchain-based capital markets, while giving Polymath a Nasdaq-listed platform from which to expand its regulated tokenization business. If the deal closes on its targeted timeline, the milestones that will shape the combined company include completion of the planned Series B financing, the exchange of existing Series A warrants and the staged conversion of the new preferred instruments under the caps set out in the agreements, alongside reporting across two distinct business lines in golf simulation and blockchain infrastructure.