Polymath to Go Public on Nasdaq Through Acquisition by TruGolf
Today TruGolf Holdings (Nasdaq: TRUG) and Polymath announced that TruGolf has agreed to acquire Polymath, the creator of Polymesh, by way of a statutory amalgamation under the Canada Business Corporations Act. On closing, the combined company is set to become the first publicly traded company on Nasdaq whose core business is a purpose-built Layer-1 blockchain.
Polymesh is an institutional-grade, purpose-built Layer-1 blockchain designed specifically for regulated assets. Unlike general-purpose blockchains, it builds compliance, identity verification, and governance directly into the base layer, so banks, asset managers, and other regulated institutions can issue and manage tokenized securities within existing legal frameworks. After acquiring Polymesh Labs earlier this year, Polymath unified the blockchain and its tokenization platform under one roof.
Bringing that platform into a public company is expected to add credibility and access to capital to accelerate institutional adoption and bring institutional-grade tokenization infrastructure to the public markets for the first time. Natalie Hirsch, CFO of Polymath, who will serve as CFO and COO of the combined company, said:
"This transaction marks a pivotal moment for Polymath and the broader tokenization industry as a whole. Becoming part of a Nasdaq-listed company will give us the transparency, credibility, and access to capital that institutional partners have come to expect. We built Polymath to make regulated digital securities practical at scale, and this milestone validates years of disciplined work by our team. As we bring our purpose-built infrastructure to the public markets, we look forward to supporting institutional adoption of tokenized real-world assets."
Brenner Adams, Chairman of TruGolf, said:
"This acquisition marks an exciting new chapter of growth for TruGolf. Our Company will now have exposure to one of the fastest-growing areas of financial infrastructure while the golf simulation business continues to operate with full focus and continuity. We believe tokenization is where capital markets are headed, and Polymath has spent nearly a decade building the compliant infrastructure institutions need to get there. Bringing that platform into a public company gives it the credibility and access to capital to accelerate institutional adoption and positions our shareholders to benefit as that market matures."
Deal snapshot: Polymath shareholders will receive TruGolf Class A Common Stock equal to about 19.9% of TruGolf's outstanding common shares immediately before closing, plus non-voting Series C Preferred Stock. The combined company remains listed on Nasdaq as TruGolf under the ticker TRUG. TruGolf will raise approximately $3.0 million from existing Series A Preferred holders concurrent with closing.
The transaction was unanimously approved by both boards and is expected to close in the third quarter of 2026, subject to customary conditions, including TruGolf maintaining a minimum market value of listed securities of at least $7.5 million for at least ten consecutive trading days and required regulatory and third-party approvals. There can be no assurance that the transaction will be completed as proposed or at all.
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This communication contains forward looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including Section 27A of the 1933 Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as forward looking information within the meaning of applicable securities laws. Forward looking statements are statements that are not historical facts and include statements regarding beliefs, plans, expectations, intentions, estimates, projections, or assumptions regarding future events or performance.
Forward looking statements in this communication include, but are not limited to, statements regarding: the completion of the Transaction; the structure and timing of the Transaction and the Financing, including the amalgamation; the issuance and conversion of the TruGolf Common Shares and Series C Preferred Shares; the completion, size, and use of proceeds of the Financing; anticipated timing of any changes to management roles; anticipated changes to the Board and management of TruGolf; the appointment of a new director; the expected post-Closing capitalization and ownership of TruGolf; and the satisfaction of closing conditions, regulatory approvals, and other approvals required to consummate the Transaction.
Forward looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” “estimates,” “may,” “will,” “would,” “could,” “should,” and similar expressions or the negative thereof. These statements are based on current expectations, assumptions, and estimates of management as of the date of this communication and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or developments to differ materially from those expressed or implied by such forward looking statements.
Factors that could cause actual results to differ materially from those contemplated by the forward looking statements include, among others: the failure to complete the Transaction or the Financing on the terms described or at all; the inability to satisfy closing conditions or obtain required regulatory, exchange, or shareholder approvals; changes in market conditions; risks related to the issuance, conversion, and dilution effects of equity securities; risks related to digital assets and token related initiatives; execution risks associated with integrating Polymath's business following the Closing; changes in applicable laws or regulations; competitive pressures; general economic and business conditions; and other risks and uncertainties described from time to time in TruGolf's filings with the Securities and Exchange Commission.
Although management believes that the assumptions and expectations reflected in the forward looking statements are reasonable as of the date hereof, no assurance can be given that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements speak only as of the date they are made, and TruGolf undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
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