TruGolf Holdings Files 8-K on Key Agreements and Sales

TL;DR

TruGolf Holdings filed an 8-K on Jan 8, 2025, reporting new deals and stock sales.

AI Summary

On January 8, 2025, TruGolf Holdings, Inc. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The company, formerly known as Deep Medicine Acquisition Corp., is incorporated in Delaware and headquartered in Centerville, Utah.

Why It Matters

This filing indicates potential new financial commitments and equity transactions for TruGolf Holdings, which could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• TruGolf Holdings, Inc. (company) — Registrant
• Deep Medicine Acquisition Corp. (company) — Former company name
• January 8, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share TRUG The Nasdaq
• $15,500,000 — the aggregate principal amount of up to $15,500,000 (the "PIPE Convertible Notes"), (ii) Se
• $4,650,000 — ing"), an aggregate principal amount of $4,650,000 of PIPE Convertible Notes was issued in
• $4,185,000 — xchange for aggregate gross proceeds of $4,185,000, representing an original issue discoun
• $10,850,000 — a maximum aggregate principal amount of $10,850,000 in additional PIPE Convertible Notes (e
• $250,000 — al Optional Closing must equal at least $250,000. On December 16, 2024, one PIPE Investo
• $2,100,000 — ect to an aggregate principal amount of $2,100,000 of additional PIPE Convertible Notes (t
• $2,189,000 — xchange for aggregate gross proceeds of $2,189,000, representing an original issue discoun
• $2,800,000 — ect to an aggregate principal amount of $2,800,000 of Additional Notes and on such date th
• $2,520,000 — xchange for aggregate gross proceeds of $2,520,000, representing an original issue discoun
• $1,400,000 — es with an initial principal balance of $1,400,000 have an initial "Conversion Price" of $
• $2.00 — 0 have an initial "Conversion Price" of $2.00 per share, and the remaining Additional
• $2.50 — 0 have an initial "Conversion Price" of $2.50 per share, which is subject to proporti
• $6.5 million — As of January 8, 2025, an aggregate of $6.5 million in original PIPE Convertible Notes have

Filing Documents

• form8-k.htm (8-K) — 51KB
• 0001493152-25-001307.txt ( ) — 228KB
• dmaq-20250108.xsd (EX-101.SCH) — 3KB
• dmaq-20250108_lab.xml (EX-101.LAB) — 33KB
• dmaq-20250108_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. Overview As previously disclosed, on February 2, 2024, TruGolf Holdings, Inc. (the "Company") executed a securities purchase agreement (the "Purchase Agreement") with certain investors (together, the "PIPE Investors"), and pursuant to the terms and conditions of the Purchase Agreement, the PIPE Investors agreed to purchase from the Company (i) senior convertible notes in the aggregate principal amount of up to $15,500,000 (the "PIPE Convertible Notes"), (ii) Series A warrants to initially purchase 1,409,091 shares of the Company's Class A common stock (the "Series A Warrants"); and (iii) Series B warrants to initially purchase 1,550,000 shares of the Company's Class A common stock (the "Series B Warrants," and collectively with the Series A Warrants, the "PIPE Warrants") (the "PIPE Financing"). The Purchase Agreement contemplated funding of the investment (the "Investment") across multiple tranches. At the first closing, on February 6, 2024 (the "Initial Closing"), an aggregate principal amount of $4,650,000 of PIPE Convertible Notes was issued in exchange for aggregate gross proceeds of $4,185,000, representing an original issue discount of 10%. On such date (the "Initial Closing Date"), the Company also issued the PIPE Investors the Series A Warrants and the Series B Warrants. In addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon notice, the Company sell to such PIPE Investor at one or more additional closings such PIPE Investor's pro rata share of up to a maximum aggregate principal amount of $10,850,000 in additional PIPE Convertible Notes (each such additional closing, an "Additional Optional Closing"); provided that, the principal amount of the additional Notes issued at each Additional Optional Closing must equal at least $250,000. On December 16, 2024, one PIPE Investor exercised such right with respect to an aggregate principa

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant. The description of the Additional Notes described in Item 1.01 is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is hereby incorporated herein by reference. The issuance of the Additional Notes was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act.

01 Other Events

Item 8.01 Other Events. As of January 8, 2025, an aggregate of $6.5 million in original PIPE Convertible Notes have been converted into shares of Class A common stock. As of January 8, 2025, the Company has 27,275,479 shares of Class A common stock outstanding.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Convertible Note (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 7, 2024). 10.1 Form of Securities Purchase Agreement, dates as of February 2, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 7, 2024). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 8, 2025 TRUGOLF HOLDINGS, INC. By: /s/ Christopher Jones Name: Christopher Jones Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR