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Get filing alertsTruGolf completes redomestication from Delaware to Nevada, adopting new governance structure
Filed March 13, 2026 · Period ending March 10, 2026 · ~1 min read
Key Changes
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Company completed conversion from Delaware to Nevada corporation on March 10, 2026, following stockholder approval at February annual meeting. All shares converted 1-for-1 automatically.
Item 3.03 verify on EDGAR → -
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Adopted new Nevada Articles of Incorporation and Bylaws, replacing Delaware governing documents. Company's internal affairs now governed by Nevada law instead of Delaware law.
Item 5.03 verify on EDGAR → -
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Stockholder rights changed due to differences between Delaware and Nevada corporate law. Specific changes were detailed in proxy statement filed January 26, 2026.
Item 3.03 verify on EDGAR → -
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All outstanding Class A Common Stock, Class B Common Stock, and Series A Preferred Stock converted on 1-for-1 basis. Stockholders do not need to exchange existing certificates.
Item 3.03 verify on EDGAR → -
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Business operations, management team, assets, liabilities, and material contracts remain unchanged by the redomestication.
Item 3.03 verify on EDGAR →
Summary
TruGolf Holdings completed its redomestication from Delaware to Nevada on March 10, 2026, a corporate restructuring that changes the legal framework governing the company and its shareholders. The move, approved by stockholders in February, shifts the company's internal affairs from Delaware corporate law to Nevada law and implements new governing documents including amended articles of incorporation and bylaws.
For retail investors, the key impact is the change in stockholder rights that comes with Nevada incorporation. While shares converted automatically on a 1-for-1 basis with no action required, Nevada law differs from Delaware in areas like shareholder litigation rights, director liability protections, and corporate governance procedures. The company's day-to-day business operations and management remain unchanged.
Investors should review the proxy statement filed in January for specific details on how their rights have changed under Nevada law. Watch for any future governance decisions that may reflect Nevada's different legal framework, particularly around shareholder proposals or director elections.
Section-by-Section Diff
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 10, 2026, the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Nevada Secretary of State, pursuant to which the Redomestication of the Company from the State of Delaware to the State of Nevada by conversion became effective on March 10, 2026 (the “Effective Time”).
TruGolf Holdings completed its redomestication from Delaware to Nevada on March 10, 2026, after stockholder approval at the February 17, 2026 annual meeting. The company's internal affairs are now governed by Nevada law instead of Delaware law, and it adopted new Nevada articles of incorporation and bylaws. The redomestication does not change the company's business, management, assets, liabilities, or material contracts.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
TruGolf Holdings filed an 8-K referencing amendments to articles of incorporation or bylaws, with details incorporated from Item 3.03.
Show 1 minor / wording change
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To the extent required, the information set forth in Item 3.03 is incorporated by reference herein.
The company disclosed amendments to its articles of incorporation or bylaws under Item 5.03, but provided no substantive details in this section. The filing cross-references Item 3.03 for the actual content, which is not included in the provided text. Without the Item 3.03 content, the nature and materiality of the amendments cannot be assessed.
Event · Item 9.01 — Financial Statements and Exhibits
TruGolf Holdings filed a Plan of Conversion and adopted Amended and Restated Articles of Incorporation and new Bylaws.
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Plan of Conversion of TruGolf Holdings, Inc.
The company filed a Plan of Conversion, indicating a change in its legal structure or entity form. This typically involves converting from one business entity type to another (e.g., LLC to corporation, or changing state of incorporation). Such conversions can affect shareholder rights, tax treatment, and corporate governance.
Added in current filing · verify on EDGAR →
Amended and Restated Articles of Incorporation of TruGolf Holdings, Inc.
The company adopted Amended and Restated Articles of Incorporation. This fundamental governing document defines the company's authorized shares, rights and preferences of stock classes, and other core corporate matters. Changes to the Articles can materially affect shareholder rights, capital structure, and voting power.
Added in current filing · verify on EDGAR →
Bylaws of TruGolf Holdings, Inc.
The company adopted new Bylaws, which govern internal corporate procedures including board composition, meeting requirements, officer duties, and shareholder rights. New Bylaws often accompany entity conversions or major corporate restructurings and can affect governance and shareholder protections.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify