Form 8-K

8-K — TruGolf Holdings, Inc.

Accession: 0001493152-26-041991

Filed: 2026-09-09

Period: 2026-09-08

CIK: 0001857086

SIC: 3949 ()

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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): September 8, 2026

TruGolf

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40970

85-3269086

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

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 ☒

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.

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”).

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.

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 (such remaining amount, the “Series

C Preferred Value”).

September 8, 2026, the parties entered into an amendment to the Acquisition Agreement (the “Amendment”, pursuant to which

the number of shares of Series C preferred stock to be issued was fixed at the Series C Preferred Value divided by $1,000. Each share

of Series C preferred stock has a stated value of $1,000 per share. The Amendment provides that the Series C preferred stock is convertible

into shares of the Company’s Class A common stock at a conversion ratio equal to the stated value divided by the conversion price

of $3.94 per share, subject to adjustment as set forth in the certificate of designation for the Series C preferred stock. Effective

as of 5:00 p.m. Eastern time on the second business day after the Company has obtained stockholder approval for the conversion of the

Series C preferred stock for purposes of Nasdaq Rules 5635(a) and 5635(b) and, if required, has obtained Nasdaq approval of a new listing

application filed after completion of the acquisition contemplated by the Acquisition Agreement, each outstanding share of Series C preferred

stock will automatically convert into a number of shares of Class A common stock equal to the conversion ratio. Following stockholder

approval, and subject to the beneficial ownership and other limitations set forth in the certificate of designation, holders may also

elect to convert shares of Series C preferred stock into Class A common stock at the conversion ratio by delivering a notice of conversion

to the Company.

Until

Nasdaq approval has been obtained, if required, the Company may not effect, and a holder may not convert, any portion of the Series C

preferred stock to the extent that, after giving effect to the conversion, the aggregate ownership of all holders would exceed 19.99%

of the number of shares of Class A common stock outstanding immediately after giving effect to the conversion. Any shares issued in excess

of this limitation will be deemed null and void and cancelled ab initio, and the applicable holder will not have the power to vote or

transfer those excess shares. The beneficial ownership limitation may not be waived and applies to successor holders of the Series C

preferred stock. No shares of Series C preferred stock may convert into Class A common stock before the required stockholder approval

and Nasdaq approval have been obtained, if required.

Holders

of Series C preferred stock are entitled to receive dividends on an as-converted basis, without regard to the beneficial ownership limitation,

equal to and in the same form and manner as dividends actually paid on shares of Company Class A common stock. Except as provided in

the certificate of designation, no other dividends are payable on the Series C preferred stock, and the Company may not pay dividends

on Class A common stock, other than dividends payable in Class A common stock, unless it simultaneously pays the corresponding dividend

on the Series C preferred stock.

The

Series C preferred stock has no voting rights, except as otherwise provided in the certificate of designation or required by the Nevada

Revised Statutes. So long as any shares of Series C preferred stock are outstanding, the Company may not take certain actions without

the affirmative vote or written consent of holders of a majority of the outstanding shares of Series C preferred stock, including adversely

changing the rights of the Series C preferred stock, issuing additional Series C preferred stock or changing the authorized number of

shares of Series C preferred stock other than by conversion, consummating certain fundamental transactions or other business combinations,

issuing Class A common stock or securities that convert into Class A common stock other than as contemplated by the Acquisition Agreement,

or entering into any agreement with respect to the foregoing.

With

respect to distributions of assets upon liquidation, dissolution or winding up, the Series C preferred stock ranks senior to any class

or series of capital stock created after the designation of the Series C preferred stock that expressly ranks junior to the Series C

preferred stock, on parity with the Class A and Class B common stock and any class or series of capital stock created after such designation

that expressly ranks on parity with the Series C preferred stock, and junior to the Company’s Series A preferred stock and any

class or series of capital stock created after such designation that expressly ranks senior to the Series C preferred stock. Upon a liquidation,

dissolution or winding up of the Company, and subject to the prior and superior rights of any senior securities, each holder of Series

C preferred stock is entitled to receive, before any distribution to holders of junior securities, the amount that would be paid on the

shares of Class A common stock underlying the Series C preferred stock on an as-converted basis, without regard to the beneficial ownership

limitation, plus any declared but unpaid dividends.

The

conversion price of the Series C preferred stock is subject to adjustment for stock dividends, stock splits, combinations and similar

events affecting the Class A common stock. In the event of certain fundamental transactions, holders of Series C preferred stock will

be entitled, upon subsequent conversion, to receive the securities, cash or other property that the holders would have received had the

Series C preferred stock been converted immediately before the fundamental transaction, without regard to the beneficial ownership limitation.

long as any shares of Series C preferred stock remain outstanding, the Company and its subsidiaries are subject to certain negative covenants

absent the affirmative vote of holders of a majority of the outstanding shares of Series C preferred stock, including restrictions on

incurring or guaranteeing indebtedness, permitting liens, repaying indebtedness, redeeming or repurchasing capital stock or paying cash

dividends or distributions, disposing of assets outside the ordinary course or as otherwise contemplated by the Acquisition Agreement,

engaging in materially different lines of business, and entering into certain affiliate transactions.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

No.

Description

2.1

Amendment Agreement dated September 8, 2026 to Acquisition Agreement, dated as of August 17, 2026, by and among TruGolf Holdings, Inc., 18141991 Canada Inc. and Polymath Research Inc.

2.2*

Acquisition Agreement, dated as of August 17, 2026, by and among TruGolf Holdings, Inc., 18141991 Canada Inc. and Polymath Research Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 18, 2026)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules

and exhibits have been omitted pursuant to Item 601(a)(4) and (a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will

be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

September 9, 2026

TRUGOLF

HOLDINGS, INC.

By:

/s/

Steven Passey

Name:

Steven

Passey

Title:

Chief

Financial Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

AMENDMENT

AGREEMENT

THIS

AMENDMENT AGREEMENT (this “Amendment Agreement”) is dated as of 8th day of September, 2026 and made effective

as of the 17th day of August, 2026.

AMONG:

POLYMATH

RESEARCH INC., a corporation having an address at 100 King Street West, Suite 5700, Toronto, ON M5X 1C7

(the

“Company”)

AND:

TRUGOLF

HOLDINGS, INC., a corporation having an address at 60 North 1400 West, Centerville, Utah, 84014

(the

“Parent”)

AND:

18141991

CANADA INC., a corporation having an address at 60 North 1400 West, Centerville, Utah, 84014

(“SubCo”)

WHEREAS:

The Company, the Parent and SubCo entered into an acquisition agreement (the “Acquisition Agreement”), dated August

17, 2026, pursuant to which the Company and SubCo, a wholly-owned subsidiary of the Parent, will amalgamate and form one corporation

under the provisions of the Canada Business Corporations Act; and

The Company, the Parent and the SubCo wish to amend the terms of the Acquisition Agreement in the manner set out in this Amendment Agreement.

NOW

THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment Agreement, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Parent and SubCo (each, a “Party”

and, together, the “Parties”) covenant and agree as follows:

PART

INTERPRETATION

Unless

otherwise defined herein, all capitalized terms used in this Agreement will have the meanings ascribed to them in the Acquisition Agreement.

- 2 -

PART

AMENDMENTS

The

Parties hereby agree that Section 1.1(v) of the Acquisition Agreement is deleted in its entirety and replaced with the following:

““Closing

Shares of Parent Convertible Preferred Stock” means the number of shares of Parent Convertible Preferred Stock that is equal

to:

($140,000,000

minus (the product of the Closing Shares of Parent Common Stock multiplied by the Parent Closing Price))

——————————————————————

(divided by)

$1,000;”

PART

MISCELLANEOUS

ENTIRE AGREEMENT

Except

as amended hereby, the Parties agree that the Acquisition Agreement continues to be binding, unchanged, and in full force and effect.

Upon execution of this Amendment Agreement by each of the Parties, the Acquisition Agreement and this Amendment Agreement will be read

and construed as one agreement (together, the “Amended Agreement”). The Amended Agreement contains the entire understanding

of the Parties with respect to the subject matter of this Amendment Agreement and the Acquisition Agreement and cancels and supersedes

any prior understandings, agreements, negotiations and discussions, whether written or oral, among the Parties.

MODIFICATION

amendment, modification or rescission of this Amendment Agreement shall be effective unless set forth in writing and signed by the Parties

hereto.

GOVERNING LAW

This

Amendment Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

COUNTERPARTS

This

Amendment Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together

constitute one and the same instrument and delivery of an executed copy of this Amendment Agreement by electronic facsimile transmission

or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Amendment

Agreement as of the date set forth on page one of this Amendment Agreement.

- 3 -

WITNESS WHEREOF the Parties hereto have duly executed this Amendment Agreement as of the date first written above.

POLYMATH RESEARCH INC.

Per:

/s/

Authorized Signatory

TRUGOLF HOLDINGS, INC.

Per:

/s/ Steven Passey

Authorized Signatory

18141991 CANADA INC.

Per:

/s/ Steven Passey

Authorized Signatory

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