Deep Medicine Acquisition Corp. Renamed TruGolf Holdings, Inc.

TL;DR

**Deep Medicine Acquisition Corp. is now TruGolf Holdings, Inc., signaling a completed SPAC merger.**

AI Summary

Deep Medicine Acquisition Corp. filed an 8-K on February 1, 2024, reporting a change in its name to TruGolf Holdings, Inc. and a new business address in Centerville, Utah, effective January 31, 2024. This indicates the completion of a business combination, transforming the SPAC (Deep Medicine Acquisition Corp.) into an operating company (TruGolf Holdings, Inc.). For investors, this means the company has transitioned from a shell company seeking an acquisition to a company focused on its core business, which is likely golf simulation given the new name.

Why It Matters

This filing signals the successful completion of a SPAC merger, meaning Deep Medicine Acquisition Corp. has acquired a target company and is now operating as TruGolf Holdings, Inc. This is a significant milestone for investors, as the company now has a defined business operation rather than just a cash shell.

Risk Assessment

Risk Level: medium — While the completion of a SPAC merger reduces the risk of liquidation, the new operating company (TruGolf Holdings, Inc.) now faces operational and market risks inherent to its business.

Analyst Insight

A smart investor would research TruGolf Holdings, Inc.'s business model, market position, and financial health to understand the newly combined entity's prospects, as the company has transitioned from a SPAC to an operating business.

Key Numbers

• $0.0001 — par value per share (par value of Class A Common Stock)

Key Players & Entities

• Deep Medicine Acquisition Corp. (company) — former name of the registrant
• TruGolf Holdings, Inc. (company) — new name of the registrant
• January 31, 2024 (date) — date of earliest event reported
• February 1, 2024 (date) — date of filing
• Delaware (company) — state of incorporation
• 001-40970 (dollar_amount) — Commission File Number
• 85-3269086 (dollar_amount) — I.R.S. Employer Identification No.
• 60 North 1400 West Centerville , Utah 84014 (company) — new business address of the registrant
• 917-289-2776 (dollar_amount) — registrant's telephone number
• 595 Madison Avenue, 12th Floor, New York, NY 10017 (company) — former business address of Deep Medicine Acquisition Corp.

Forward-Looking Statements

• TruGolf Holdings, Inc. will begin trading under a new ticker symbol soon. (TruGolf Holdings, Inc.) — high confidence, target: 2024-03-31
• The company will release further details about its business operations and financial performance as TruGolf Holdings, Inc. in its next quarterly report. (TruGolf Holdings, Inc.) — medium confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share TRUG The Nasdaq Stock Mar
• $10,845 — ust account. As a result, approximately $10,845 (approximately $11.50 per share) will b
• $11.50 — t, approximately $10,845 (approximately $11.50 per share) will be removed from the Com

Filing Documents

• form8-k.htm (8-K) — 53KB
• ex3-1.htm (EX-3.1) — 2KB
• ex99-1.htm (EX-99.1) — 18KB
• ex3-1_1.jpg (GRAPHIC) — 397KB
• ex3-1_2.jpg (GRAPHIC) — 117KB
• 0001493152-24-004532.txt ( ) — 986KB
• trug-20240131.xsd (EX-101.SCH) — 3KB
• trug-20240131_def.xml (EX-101.DEF) — 26KB
• trug-20240131_lab.xml (EX-101.LAB) — 33KB
• trug-20240131_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 60 North 1400 West Centerville , Utah 84014 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (917) 289-2776 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12 th Floor, New York, NY 10017 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share TRUG The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 29, 2024, Deep Medicine Acquisition Corp. (the "Company") filed the fourth amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Charter Amendment"). The Charter Amendment extends the date by which the Company must consummate its initial business combination from January 29, 2024 to July 29, 2024, or such earlier date as determined by the Company's board of directors. The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders. On January 26, 2024, the Company held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved the Charter Amendment to extend the date by which the Company must consummate its initial business combination from January 29, 2024 to July 29, 2024, or such earlier date as determined by the Company's board of directors (the "Extension Amendment Proposal"). The final voting results for the Extension Amendment Proposal were as follows: For Against Abstain Broker Non-Votes 3,910,016 19,541 1 0 Because the Meeting was held as a special meeting of the stockholders, not an annual meeting of the stockholders, no directors were elected at the Meeting. As of the date of this Report, stockholders holding 943 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account. As a result, approximately $10,845 (approximately $11.50 per share) will be removed from the Company's trust account to pay such holders. Item 8.01. Other Events. On January 31, 2024, the Company issued a press release announcing that on January 31, 2024, it consummated the business combination (the "Closing") contemplated by the previously announced Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the "Merger Agreement"), by and among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder, Christopher Jones, in the capacity as the Seller Representative thereunder, and TruGolf, Inc., a Nevada corporation ("TruGolf"). 2 As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) Merger Sub merged with and into TruGolf (the "Merger"), with TruGolf surviving the Merger as a wholly-owned subsidiary of the Company, and (ii) the Company's name was changed from Deep Medicine Acquisition Corp. to Tru

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