TruGolf Holdings, a Nasdaq-listed company whose sole reportable business segment was indoor golf simulators as of June, is attempting a sharp turn into blockchain infrastructure through an acquisition of Toronto-based Polymath Research.
Under the agreement, Polymath shareholders will receive TruGolf Class A shares equal to 19.9% of TruGolf’s outstanding Class A stock immediately before closing. The larger component is non-voting Series C convertible preferred stock, calculated under a formula based on a $140 million reference amount minus the value of those common shares.
That reference amount stands against Polymath’s company-reported $4.2 million of revenue and $21 million of assets in 2025.
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TruGolf will also pursue up to $5 million of concurrent financing through Series B convertible preferred stock, with at least $3 million required under the transaction conditions. After closing, $2.5 million of working capital must be reserved for Polymath operations, TruGolf’s public-company costs, and transaction expenses.
Polymath develops infrastructure for regulated digital securities and created Polymesh, a Layer-1 blockchain built around compliance and tokenized assets.
The transaction arrives while TruGolf remains financially constrained. The company reported $5.79 million in second-quarter revenue, up 34.4% year-over-year, but had $8.47 million of cash and restricted cash and a $2.35 million working-capital deficit at June 30.
Closing also requires TruGolf to maintain at least $10 million in market value of listed securities for ten consecutive trading days and remain Nasdaq compliant. The parties are targeting completion in Q3.
TruGolf last traded at $1.41 per share, down about 8.4% on the day. It traded as high as $2.40 intraday on unusually heavy volume of roughly 30.4 million shares.
