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UNITED STATES
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
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Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th 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”).
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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 TruGolf Holdings, Inc. The Company expects that its Class A common stock will begin to trade on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on or about February 1, 2024. A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 3.1 | Fourth Amendment to the Second Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press release, dated January 31, 2024 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to those factors discussed in the Company’s filings with the SEC and that contained in the definitive proxy statement / prospectus relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the proxy Statement / prospectus and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while TruGolf and the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither of TruGolf or the Company gives any assurance that TruGolf or the Company, or the combined company, will achieve its expectations.
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SIGNATURE
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.
| TruGolf Holdings, Inc. | ||
| Date: January 31, 2024 | By: | /s/ Christopher Jones |
| Name: | Christopher Jones | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Exhibit 99.1
TRUGOLF, INC. AND DEEP MEDICINE ACQUISITION CORP. CLOSE BUSINESS COMBINATION; TRUGOLF BECOMES PUBLICLY TRADED COMPANY
SALT LAKE CITY, January 31, 2024 – TruGolf, Inc. (Nasdaq: TRUG) (“TruGolf”), among the leading sellers and distributors of golf simulator software and hardware with headquarters in Salt Lake City, Utah, and Deep Medicine Acquisition Corp. (“DMAQ”), a publicly traded special purpose acquisition company, today announced that their previously announced business combination (the “Business Combination”) has closed, resulting in TruGolf becoming a publicly-traded company. In connection with the consummation of the business combination, the combined public company was renamed “TruGolf Holdings, Inc.”
The Business Combination and all other proposals presented were approved at an extraordinary general meeting of DMAQ stockholders held on January 19, 2024. In connection with the completion of the Business Combination, TruGolf’s Class A common stock will begin trading on the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “TRUG”, on February 1, 2024. TruGolf’s current management team will continue to lead the combined company following the closing.
Chris Jones, CEO and Co-Founder of TruGolf, commented, “Today marks a significant milestone as we embark on our journey as a publicly traded company. This is not just a financial achievement, as this will serve as a vehicle to accelerate our growth and a testament to the commitment and expertise of our board, management team and passionate employees. We are thankful for the DMAQ team’s support and guidance throughout the transaction process.”
“We share TruGolf’s vision of making golf more accessible to a broader and rapidly growing audience,” stated Humphrey Polanen, CEO of DMAQ. “TruGolf’s innovative software and data analytics can improve the players’ skills, while the user-friendly design increases their enjoyment of golf.”
To celebrate the completion of the Business Combination, TruGolf will lead the closing bell ceremony at the Nasdaq Stock Market on Friday, February 9, 2024, in celebration of its Nasdaq listing. The live broadcast will start at 3:45 PM Eastern Time from the Nasdaq MarketSite Tower in New York City, New York. Please tune in to the broadcast by visiting www.nasdaq.com/marketsite/bell-ringing-ceremony.
Additional information regarding TruGolf and the closing of the Business Combination, will be included in a current report on Form 8-K to be filed with the Securities and Exchange Commission.
About TruGolf
Since 1983, TruGolf has been passionate about driving the golf industry with innovative indoor golf solutions. TruGolf builds products that capture the spirit of golf. TruGolf’s mission is to help grow the game by attempting to make it more Available, Approachable, and Affordable through technology - because TruGolf believes Golf is for Everyone.
TruGolf’s team has built award-winning video games (“Links”), innovative hardware solutions, and an all-new e-sports platform to connect golfers around the world with E6 CONNECT. Since TruGolf’s beginning, TruGolf has continued to attempt to define and redefine what is possible with golf technology.
About DMAQ
DMAQ was a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. DMAQ began trading on the Nasdaq in October 2021, and its common stock and rights were traded under the ticker symbols DMAQ and DMAQR, respectively.
Advisors
I-Bankers Securities, Inc. acted as sole bookrunner for the DMAQ IPO and served as financial advisor to DMAQ. ArentFox Schiff LLP and Sichenzia Ross Ference Carmel LLP served as counsel to TruGolf. Ellenoff Grossman & Schole LLP served as counsel to DMAQ.
Forward-Looking Statements
The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to DMAQ and TruGolf. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability of the parties to recognize the benefits of the Business Combination; (ii) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue (iii) statements regarding the combined company’s industry and market size, (iii) financial condition and performance of the combined company, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of the combined company, and (iv) those factors discussed in DMAQ’s filings with the SEC, including the definitive proxy statement / prospectus relating to the Business Combination, declared effective by the SEC on December 27, 2023. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive proxy statement / prospectus and other documents to be filed by DMAQ and the combined company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while TruGolf and DMAQ may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither of TruGolf or DMAQ gives any assurance that TruGolf or DMAQ, or the combined company, will achieve its expectations.
Contact:
Deep Medicine Acquisition Corp.
Humphrey Polanen, Chief Executive Officer
917-289-2776
ir@dmaq-spac.com
TruGolf, Inc.
Lindsay Jones, Chief Financial Officer
801-298-1997
trug@trugolf.com