TruGolf Holdings, Inc. Files S-1/A Amendment

TL;DR

TruGolf Holdings (fka Deep Medicine) filed S-1/A. Updated financials & biz ops for investors.

AI Summary

TruGolf Holdings, Inc. filed an S-1/A amendment on August 29, 2024, detailing its business operations and financial status. The company, formerly known as Deep Medicine Acquisition Corp. until April 14, 2021, is based in Plantation, Florida, and operates in the sporting goods manufacturing sector (SIC 3949). This filing provides updated information for investors regarding its corporate structure and financial reporting periods.

Why It Matters

This S-1/A filing provides updated disclosures for investors and the market about TruGolf Holdings, Inc., formerly Deep Medicine Acquisition Corp., impacting transparency and potential investment decisions.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is preparing for significant corporate actions like an IPO or major financial restructuring, which inherently carry market and operational risks.

Key Players & Entities

• TruGolf Holdings, Inc. (company) — Filer name
• Deep Medicine Acquisition Corp. (company) — Former company name
• 0001857086 (company) — Central Index Key
• 3949 (company) — Standard Industrial Classification
• 853269086 (company) — IRS Number
• DE (company) — State of Incorporation
• 1231 (company) — Fiscal Year End
• 333-277068 (company) — SEC File Number
• 241258203 (company) — Film Number
• 7951 S.W. 6TH STREET, SUITE 216 (company) — Business Address Street 1

FAQ

Key Financial Figures

• $0.0001 — of our Class A common stock, par value $0.0001 per share ("Class A Common Stock"); (b)
• $13 — s A Warrant") with an exercise price of $13 per share; (d) up to 19,375,000 shares
• $10 — s B Warrant") with an exercise price of $10 per share; and (e) up to 632,500 shares
• $12 — he "Warrant") with an exercise price of $12 per share. The Common Stock being reg
• $0.02 — rior to the Business Combination, for a $0.02 per share cost; (ii) an aggregate of 28
• $15,500,000 — sued for an aggregate purchase price of $15,500,000 which equates to a price of $0.3857 per
• $0.3857 — $15,500,000 which equates to a price of $0.3857 per share; (iv) 9,870,684 shares of Cla
• $39,482,736 — ase Agreement for aggregate proceeds of $39,482,736 assuming an exercise price of $4.00, fo
• $4 — 9,482,736 assuming an exercise price of $4.00, for which the Company shall issue t
• $77,500,000 — ase Agreement for aggregate proceeds of $77,500,000 assuming an exercise price of $4.00, pu
• $10.00 — were purchased for a purchase price of $10.00 per unit; (vi) up to 51,950 shares of C
• $1.45 — e closing price of our Common Stock was $1.45 per share. We believe that the likeliho

Filing Documents

• forms-1a.htm (S-1/A) — 4731KB
• image_001.jpg (GRAPHIC) — 8KB
• ex10-37.htm (EX-10.37) — 31KB
• ex23-1.htm (EX-23.1) — 6KB
• ex23-2.htm (EX-23.2) — 5KB
• ex23-3.htm (EX-23.3) — 4KB
• ex107.htm (EX-FILING FEES) — 26KB
• ex23-1_001.jpg (GRAPHIC) — 31KB
• ex23-1_002.jpg (GRAPHIC) — 604KB
• 0001493152-24-034266.txt ( ) — 16739KB
• trug-20240331.xsd (EX-101.SCH) — 97KB
• trug-20240331_cal.xml (EX-101.CAL) — 111KB
• trug-20240331_def.xml (EX-101.DEF) — 644KB
• trug-20240331_lab.xml (EX-101.LAB) — 622KB
• trug-20240331_pre.xml (EX-101.PRE) — 667KB
• forms-1a_htm.xml (XML) — 2125KB

USE OF PROCEEDS

USE OF PROCEEDS 31 MARKET PRICE OF OUR CLASS A COMMON STOCK AND DIVIDEND INFORMATION 32

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41 MANAGEMENT 57 EXECUTIVE AND DIRECTOR COMPENSATION 62 BENEFICIAL OWNERSHIP OF SECURITIES 63 SELLING SECURITYHOLDERS 64 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 66 DESCRIPTION OF OUR SECURITIES 68 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 77 PLAN OF DISTRIBUTION 79 LEGAL MATTERS 81 EXPERTS 81 WHERE YOU CAN FIND MORE INFORMATION 81 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities Exchange Commission (the "SEC"), under which the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of shares of Class A Common Stock issuable upon the conversion of the Notes and the exercise of the Warrants. We will receive proceeds to the extent there are any cash exercises of the Warrants. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as

View Full Filing

View this S-1/A filing on SEC EDGAR