The Transaction will bring one of the first regulated, purpose-built blockchains for tokenized securities to the public markets, positioning the combined company at the center of a fundamental shift in how the world’s financial assets are issued, traded, and owned.

Tokenization, representing real-world assets such as securities, funds, and private investments as digital tokens on a blockchain, is widely regarded as one of the most significant shifts underway in global capital markets, with the potential to make traditionally illiquid assets faster to issue, cheaper to administer, and tradable around the clock. Polymath sits at the forefront of that shift as the creator of Polymesh, an institutional-grade, purpose-built Layer-1 blockchain designed specifically for regulated assets. Unlike general-purpose blockchains, Polymesh builds compliance, identity verification, and governance requirements directly into the base layer of the chain, enabling banks, asset managers, and other regulated institutions to issue and manage tokenized securities within existing legal frameworks. Following its acquisition of Polymesh Labs earlier this year, Polymath unified the blockchain and its tokenization platform under one roof, giving institutions a single, end-to-end path to issue and manage regulated assets on-chain. Polymath had revenues of $4.2 million in 2025 and assets totaling $21 million.

Through the combination, Polymath will join the public markets as part of TruGolf, which will remain listed on Nasdaq. Polymath’s shareholders will become stockholders of the combined company, receiving a mix of TruGolf Class A common stock and non-voting Series C preferred stock as consideration.

Additionally, in connection with the Transaction, TruGolf will raise aggregate gross proceeds of $3.0 million (in stated value) from existing holders of TruGolf’s Series A preferred stock concurrently with the closing.

Brenner Adams, TruGolf’s Chairman of the Board, 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. Combining two growing, distinct businesses should accelerate TruGolf’s path to profitability. We believe this path will provide the best opportunity for our stakeholders to receive the appropriate valuation in the marketplace for our company."

Natalie Hirsch, Chief Financial Officer of Polymath, who will serve as Chief Financial Officer and Chief Operating Officer of the combined company following closing, added:

"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."

Natalie Hirsch is a finance and operations leader with more than 15 years of experience across public and private companies in fintech, enterprise software, and e-commerce. As CFO of Polymath for the past two years, Hirsch drives strategic planning, financial modeling, and scaling operations to fuel growth in the tokenization space. Previously, Hirsch served as Interim CEO and COO of AnalytixInsight Inc. (TSXV), overseeing global operations and serving on the board of its Italian fintech subsidiary. Before that, she spent more than four years at Coinsquare as Vice President of Operations, where she played a key role in establishing and scaling one of Canada’s first regulated investment dealers and alternative trading systems (ATS) for digital assets, helping bridge the gap between traditional capital markets and emerging blockchain infrastructure. A CPA, CA and PMP, Hirsch holds an MBA with honors from Tel Aviv University’s Recanati School of Business and a Master’s in Management & Professional Accounting from the Rotman School of Management at the University of Toronto.

As consideration for the Transaction, the shareholders of Polymath (will receive such number of shares of Class A common stock of TruGolf equal to approximately 19.9% of the total outstanding TruGolf Class A common shares immediately prior to closing, together with shares of non-voting Series C preferred stock, the number of which will be determined based on the balance of the total purchase price payable, less the TruGolf Class A common shares issued at closing, divided by the number of issued and outstanding shares of Polymath immediately before the closing.

Closing Conditions and Further Information

The Transaction has been unanimously approved by the boards of directors of both TruGolf and Polymath and is expected to close in the third quarter of 2026, subject to customary closing conditions, including TruGolf maintaining a minimum market value of listed securities of at least $10.0 million for a period of at least ten consecutive trading days, receipt of all requisite regulatory and third-party consents, waivers, and approvals for the closing, as applicable. There can be no assurance that the Transaction will be completed as proposed or at all.