TruGolf Holdings Completes Nevada Redomestication, Implements Dual-Class Structure and New Preferred Stock Terms

summarizeSummary

TruGolf Holdings, Inc. has completed its redomestication to Nevada, adopting new corporate governance documents that include a dual-class common stock structure and detailed terms for Series A Convertible Preferred Stock.

check_boxKey Events

• Redomestication Completed

  TruGolf Holdings, Inc. officially changed its domicile from Delaware to Nevada on March 10, 2026, following shareholder approval on February 17, 2026.

• New Governance Structure Adopted

  The company filed new Articles of Incorporation and Bylaws under Nevada law, establishing a dual-class common stock structure with Class A shares having one vote and Class B shares (issuable to founders) having 25 votes per share.

• Series A Convertible Preferred Stock Terms Finalized

  The new charter details the terms of Series A Convertible Preferred Stock, including a 10-15% annual dividend rate, conversion mechanics, anti-dilution provisions, and a comprehensive set of covenants and triggering events designed to protect preferred holders.

• Shareholder Rights Modified

  Certain rights of the company's stockholders were modified as a result of the redomestication and the new governing documents, as previously described in the definitive proxy statement filed on January 26, 2026.

auto_awesomeAnalysis

This 8-K reports the legal completion of TruGolf Holdings' redomestication to Nevada, an action previously approved by shareholders and detailed in a January 2026 proxy statement. For a nano-cap company, the implementation of a dual-class common stock structure, which concentrates voting power with founders, is a significant governance change. Additionally, the detailed terms of the Series A Convertible Preferred Stock, including its high dividend rate, conversion features, and extensive protective covenants, establish a critical framework for future financing and operations. Investors should understand that this new structure is now legally binding and will influence future capital raises and corporate control.