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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TruGolf Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 29, 2025 |
As filed with the Securities and Exchange Commission on August 29, 2025 As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40970 TRUGOLF HOLDI |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40970 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| August 4, 2025 |
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): August 1, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission F |
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| July 30, 2025 |
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): July 30, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 22, 2025 |
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): July 21, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 22, 2025 |
Exhibit 10.4 WAIVER AGREEMENT This WAIVER AGREEMENT (this “Waiver”) is entered into as of dated as of July 21, 2025 by and between TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Delaware corporation with offices located at 60 North 1400 West, Centerville, Utah 84014 (the “Company”) and the investor signatory hereto (the “Holder”). WHEREAS, prior to the date hereof, the Company a |
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| July 18, 2025 |
As filed with the Securities and Exchange Commission on July 17, 2025 As filed with the Securities and Exchange Commission on July 17, 2025 Registration No. |
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| June 24, 2025 |
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): June 18, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 24, 2025 |
TruGolf Announces Reverse Stock Split Exhibit 99.1 TruGolf Announces Reverse Stock Split Salt Lake City, Utah, June 18, 2025 - TruGolf Holdings, Inc. (NASDAQ: TRUG), a leading provider of golf simulator software and hardware, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split of its Class A com |
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| June 24, 2025 |
Amendment to Amended and Restated Certificate of Incorporation of TruGolf Holdings, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRUGOLF HOLDINGS, INC. TruGolf Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Third Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of De |
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| June 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) TruGolf Holdings, Inc. |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 As filed with the Securities and Exchange Commission on June 20, 2025 Registration No. |
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| June 3, 2025 |
Certificate Of Amendment to The Third Amended and Restated Certificate Of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRUGOLF HOLDINGS, INC. TruGolf Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The name of the Corporation is TruGolf Holdings, Inc. 2. The Amended and Restated Certi |
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| June 3, 2025 |
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): May 30, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 29, 2025 |
Amendment and Waiver Agreement Exhibit 10.1 AMENDMENT AND WAIVER AGREEMENT This Amendment and Waiver Agreement dated as of May 28, 2025 (the “Agreement”) is by and between TruGolf Holdings, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”). Capitalized terms not defined herein shall have the meanings assigned to them in Exchange Agreement (as defined below). WITNESSETH: WHEREAS, refe |
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| May 29, 2025 |
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): May 28, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240. |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240. |
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| May 15, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made by and between [●] (the “Investor”), and TruGolf Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”. WHEREAS, t |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40970 TRUGOLF HOLD |
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| May 15, 2025 |
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): May 14, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 15, 2025 |
Equity Purchase Facility Agreement Exhibit 10.1 EQUITY PURCHASE FACILITY AGREEMENT THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of May 14, 2025, is made by and between [●] (the “Investor”) and TruGolf Holdings, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, the Parties desire that, upon |
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| May 9, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 7, 2025 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 |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240. |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4 |
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| April 23, 2025 |
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): April 21, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission F |
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| April 23, 2025 |
Form of Warrant to Purchase Series A Convertible Preferred Stock Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.) Warrant to Purchase Series A Convertible Preferred Stock Preferred Warrant No |
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| April 23, 2025 |
Certificate Of Designations Of Rights And Preferences Of Series A Convertible Preferred Stock Of Exhibit 10.2 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF TRUGOLF HOLDINGS, INC. (F/K/A DEEP MEDICINE ACQUISITION CORP.) I, Christopher Jones, hereby certify that I am the Chief Executive Officer of TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.) (the “Company”), a corporation organized and existing under the Delaware General Corpo |
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| April 23, 2025 |
Form of Registration Rights Agreement Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April , 2025, is by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Delaware corporation with offices located at 60 North 1400 West, Centerville, UT 84014 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. |
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| April 23, 2025 |
Amendment And Exchange Agreement Exhibit 10.1 AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Delaware corporation with offices located at 60 North 1400 West, Centerville, Utah 84014 (the “Company”) and the investor signatory hereto (the “Hol |
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| April 15, 2025 |
Exhibit 4.2 REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the capital stock and certain warrants of TruGolf Holdings, Inc. (“TRUG,” the “Company,” “we,” “us,” and “our”) and certain provisions of our Third amended and restated certificate of incorporation (the “Charter”), bylaws, and the General Corporation Law of |
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| April 15, 2025 |
TruGolf Holdings, Inc. 2024 Stock Incentive Plan Exhibit 4.4 |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40970 TRUGOLF HOLDING |
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| April 15, 2025 |
Offer Letter, dated as of January 18, 2024, by and between TruGolf, Inc. and Nate Larsen Exhibit 10.8 |
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| April 15, 2025 |
Employment Agreement between TruGolf, Inc. and Christopher Jones, dated as of January 18, 2024 Exhibit 10.6 |
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| April 15, 2025 |
Exhibit 97.1 TRUGOLF HOLDINGS, INC. Dodd-Frank Restatement Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of TruGolf Holdings, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of a Restatement (as de |
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| April 15, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries Subsidiary Name Jurisdiction of Incorporation or Organization TruGolf, Inc. Nevada TruGolf Links Franchising, LLC Delaware |
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| April 15, 2025 |
Offer Letter, dated as of January 25, 2024, by and between TruGolf, Inc. and Brenner Adams Exhibit 10.7 |
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| April 15, 2025 |
Exhibit 19 TRUGOLF HOLDINGS, INC. INSIDER TRADING POLICY Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in TruGolf Holdings, Inc. (the “Company”) securities and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s board of directors has adopted this Policy to promote com |
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| April 4, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 2, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40970 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re |
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| February 19, 2025 |
TruGolf 2024 Guidance Update Record Sales in 2024 Significantly Exceeds Second Half EBITDA Target Exhibit 99.1 TruGolf 2024 Guidance Update Record Sales in 2024 Significantly Exceeds Second Half EBITDA Target Salt Lake City, Utah, February 18, 2025 - TruGolf Holdings, Inc. (NASDAQ: TRUG), a leading golf technology company, announced today an update to its previously issued guidance targets. In November the Company announced it expected sales growth for 2024 to be between 9% and 13%; with secon |
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| February 19, 2025 |
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): February 18, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commissio |
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| January 16, 2025 |
Form of January Waiver, dated as of January 16, 2025 Exhibit 10.1 SECOND AMENDMENT AGREEMENT This Second Amendment Agreement, dated as of January 16, 2025 (the “Agreement”), is by and between TruGolf Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Holder”) identified on the signature page hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain Securities Purchas |
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| January 16, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 16, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission |
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| January 8, 2025 |
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 8, 2025 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commission |
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| December 16, 2024 |
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): December 16, 2024 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Commissio |
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| November 25, 2024 |
TruGolf Announces 82% YOY Third Quarter Sales Growth Exhibit 99.1 TruGolf Announces 82% YOY Third Quarter Sales Growth Salt Lake City, Utah, November 15, 2024 - TruGolf Holdings, Inc. (NASDAQ: TRUG), a leading golf technology company, announced today its results for the third quarter of 2024. The Company reported strong third quarter sales of $6,236,795, an increase of 82 percent as compared to the third quarter of 2023. EPS for the third quarter of |
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| November 25, 2024 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0060 Washington, D. |
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| November 14, 2024 |
Form of Amendment to Waiver and Amendment Agreement Exhibit 10.2 FORM OF AMENDMENT AGREEMENT This Amendment Agreement as of November 7, 2024 (the “Agreement”) is by and between is by and between TruGolf Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned Buyers (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain Waiver and |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40970 TRUGOLF HOLDINGS, I |
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| November 14, 2024 |
Form of Waiver and Amended Agreement Exhibit 10.1 WAIVER AND AMENDMENT AGREEMENT This Waiver and Amendment Agreement dated as of August 13, 2024 (the “Agreement”) is by and between TruGolf Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned Buyers (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Securi |
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| November 8, 2024 |
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): November 5, 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 |
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| October 24, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) TruGolf Holdings, Inc. |
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| October 24, 2024 |
As filed with the Securities and Exchange Commission on October 24, 2024 As filed with the Securities and Exchange Commission on October 24, 2024 Registration No. |
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| October 24, 2024 |
TruGolf Holdings, Inc. 2024 Stock Incentive Plan and forms of award agreements Exhibit 99.1 TRUGOLF HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the Company’ |
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| October 4, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): October 2, 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 |
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| October 3, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333- 277068 PROSPECTUS TRUGOLF HOLDINGS, INC. 4,596,435 Shares of Class A Common Stock 29,245,684 Shares of Class A Common Stock Underlying Series A Warrants and Series B Warrants 40,185,185 Shares of Class A Common Stock Underlying Notes 632,500 Shares of Class A Common Stock Underlying Representative Warrants This prospectus relates to the offer |
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| September 27, 2024 |
TRUG / TruGolf Holdings, Inc. / Greentree Financial Group, Inc - SCHEDULE 13G Passive Investment SC 13G 1 trug13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TruGolf Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 243733102 (CUSIP Number) Greentree Financial Group, Inc. 1000 S. Pine Island Road, Suite 210 Plantation, FL 33324 (954) 424-2345 |
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| September 27, 2024 |
TruGolf Holdings, Inc. 60 North 1400 West Centerville, Ut 84014 Tel: (818) 298-1997 TruGolf Holdings, Inc. 60 North 1400 West Centerville, Ut 84014 Tel: (818) 298-1997 September 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Eranga Diaz Re: TruGolf Holdings, Inc. Registration Statement on Form S-1 File No. 333-277068 Ladies and Gentlemen: Pursuant to Rule 461 promulgated |
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| September 23, 2024 |
As filed with the Securities and Exchange Commission on September 23, 2024 As filed with the Securities and Exchange Commission on September 23, 2024 Registration No. |
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| September 23, 2024 |
September 23, 2024 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D. |
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| August 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TRUGOLF HOLDINGS, INC. |
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| August 29, 2024 |
Form of Waiver and Amendment Agreement Exhibit 10.37 WAIVER AND AMENDMENT AGREEMENT This Waiver and Amendment Agreement dated as of August 13, 2024 (the “Agreement”) is by and between TruGolf Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned Buyers (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Secur |
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| August 29, 2024 |
As filed with the Securities and Exchange Commission on August 29, 2024 As filed with the Securities and Exchange Commission on August 29, 2024 Registration No. |
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| August 29, 2024 |
As filed with the Securities and Exchange Commission on August 29, 2024 As filed with the Securities and Exchange Commission on August 29, 2024 Registration No. |
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| August 28, 2024 |
August 29, 2024 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D. |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40970 TRUGOLF HOLDINGS, INC. ( |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40970 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40970 TRUGOLF HOLDINGS, INC. |
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| July 18, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): July 15, 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 Fi |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40970 NOTIFICATION OF LATE FILING CUSIP NUMBER 243733 102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorpor |
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| April 17, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere herein. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated. Introduction The following unaudited pro forma condensed combined financial statements and accompanying notes are provide |
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| April 17, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations with our audited financial statements for the years ended December 31, 2023 and 2022, together with related notes thereto. The discussion and the analysis should also be read together with the s |
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| April 17, 2024 |
TRUGOLF, INC FINANCIAL STATEMENTS DECEMBER 31, 2023 and 2022 TABLE OF CONTENTS Exhibit 99.1 TRUGOLF, INC FINANCIAL STATEMENTS DECEMBER 31, 2023 and 2022 TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 457) 2 Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 596) 3 Financial Statements Balance Sheets 4 Statements of Operations 5 Statements of Changes in Stockholders’ Deficit 7 Statements of Cash Flows 8 Notes |
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| March 11, 2024 |
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): March 11, 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 F |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240. |
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| February 23, 2024 |
Letter from MaloneBailey, LLP dated February 23, 2024. Exhibit 16.1 February 23, 2024 U.S. Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 RE: TruGolf Holdings, Inc. F/K/A Deep Medicine Acquisition Corp. File No.: 001-40970 We have read the statements under item 4.01 of the Form 8-K to be filed with the Securities and Exchange Commission. We agree with statements pertaining to us. MaloneBailey, LLP www.malonebailey.com Ho |
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| February 23, 2024 |
Letter from Daszkal Bolton LLP dated February 23, 2024 Exhibit 16.3 February 23, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TruGolf Inc. Changes in Registrant’s Certifying Accountant We have read the statements made by TruGolf Holdings, Inc., which we understand will be filed with the Securities and Exchange Commission, on Form 8-K of the Company dated February 19, 2024, and agree with such statements contai |
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| February 23, 2024 |
Changes in Registrant's Certifying Accountant 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): February 23, 2024 (February 19, 2024) TruGolf Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incor |
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| February 23, 2024 |
Letter from CohnReznick LLP dated February 23, 2024 Exhibit 16.2 February 23, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TruGolf Inc. Changes in Registrant’s Certifying Accountant We have read the statements made by TruGolf Holdings, Inc., which we understand will be filed with the Securities and Exchange Commission, on Form 8-K of the Company dated February 19, 2024, and agree with such statements contai |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240. |
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| February 14, 2024 |
Letter from CohnReznick LLP regarding change in Registrant’s certifying accountants Exhibit 99.1 February 9, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TruGolf Inc. Changes in Registrant’s Certifying Accountant We have read the statements made by TruGolf Holdings, Inc., which we understand will be filed with the Securities and Exchange Commission, on Form S-1 of the Company dated February 14, 2024, and agree with such statements contain |
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| February 14, 2024 |
Letter from Daszkal Bolton LLP regarding change in Registrant’s certifying accountant. Exhibit 99.2 February 9, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TruGolf Inc. Changes in Registrant’s Certifying Accountant We have read the statements made by TruGolf Holdings, Inc., which we understand will be filed with the Securities and Exchange Commission, on Form S-1 of the Company dated February 14, 2024, and agree with such statements contain |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 TruGolf Holdi |
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| February 14, 2024 |
As filed with the Securities and Exchange Commission on February 14, 2024 As filed with the Securities and Exchange Commission on February 14, 2024 Registration No. |
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| February 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TRUGOLF HOLDINGS, INC. |
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| February 14, 2024 |
DMAQ / Deep Medicine Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment SC 13G/A 1 lighthouse-dmaq123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Deep Medicine Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 243733102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of th |
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| February 7, 2024 |
Exhibit 4.2 [FORM OF SERIES [A][B] WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT |
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| February 7, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [], 2024, is by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Delaware corporation with offices located at 60 North 1400 West, Centerville, UT 84014 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITAL |
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| February 7, 2024 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 2, 2024, is by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Delaware corporation with offices located at 60 North 1400 West, Centerville, UT 84014 (the “Company”), and each of the investors listed on the Schedule of Buyers attached h |
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| February 7, 2024 |
Form of Notes, incorporated by reference to exhibit 4.1 of the form 8k filed on February 7, 2024 Exhibit 4.1 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGI |
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| February 7, 2024 |
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): February 2, 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 |
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| February 6, 2024 |
Exhibit 10.5 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of January 31, 2024 by and between TruGolf Holdings, Inc., a Delaware corporation (the “Company”), and [NAME], [a member of the Board of Directors of the Company]or[OFFICER TITLE] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemn |
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| February 6, 2024 |
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): February 6, 2024 (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 incorpo |
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| February 6, 2024 |
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 sp |
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| February 6, 2024 |
Third Amended and Restated Certificate of Incorporation of TruGolf Holdings Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DEEP MEDICINE ACQUISITION CORP. January 31, 2024 Deep Medicine Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The Corporation was originally incorporated under the name Bright Vision Acquisition Corp., upon the filing of its |
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| February 1, 2024 |
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 sp |
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| February 1, 2024 |
Fourth Amendment to the Second Amended and Restated Certificate of Incorporation. Exhibit 3.1 |
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| February 1, 2024 |
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 |
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| January 25, 2024 |
Submission of Matters to a Vote of Security Holders 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 19, 2024 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (C |
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| January 25, 2024 |
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 19, 2024 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (C |
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| January 12, 2024 |
Filed by Deep Medicine Acquisition Corp. Filed by Deep Medicine Acquisition Corp. Pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Deep Medicine Acquisition Corp. Commission File No.: 001-40970 TRUGOLF, INC. AND NASDAQ-LISTED SPAC DEEP MEDICINE ACQUISITION CORP. ANNOUNCE FORM S-4 REGISTRATION STATEMENT DECLARED EFFEC |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 29, 2023 |
PROSPECTUS Filed Pursuant to 424(b)(3) 333-273548 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF DEEP MEDICINE ACQUISITION CORP. |
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| December 26, 2023 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 December 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Re: Deep Medicine Acquisition Corp. Amendment No. 6 to Registration Statement on Form S-4 Filed December 20, 2023 File No. 333-273548 Ladies and Gentl |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| December 20, 2023 |
As filed with the U.S. Securities and Exchange Commission on December 20, 2023 As filed with the U.S. Securities and Exchange Commission on December 20, 2023 Registration No. 333-273548 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3269086 (State or other jurisdict |
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| December 20, 2023 |
Consent of Stanton Park Advisors, LLC. Exhibit 99.5 CONSENT OF STANTON PARK CAPITAL Stanton Park Advisors, LLC, hereby consents to (i) the inclusion of our fairness opinion, dated March 31, 2023, to the Board of Directors of Deep Medicine Acquisition Corp. in the filing of the Amended Registration Statement on Form S-4 of Deep Medicine Acquisition Corp, initially filed on July 31, 2023, including any amendments thereto (the “Registrati |
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| December 20, 2023 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 VIA EDGAR December 20, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Jenny O’Shanick and Geoffrey Kruczek Re: Deep Medicine Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-4 Filed on D |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 8, 2023 |
Exhibit 99.6 PRELIMINARY PROXY CARD SUBJECT TO COMPLETION Deep Medicine ACQUISITION CORP. 595 Madison Avenue, 12th Floor New York, NY 10017 (917) 289-2776 YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS OF DEEP MEDICINE ACQUISITION CORP. TO BE HELD ON , 2023 AT 10:00 a.m. EASTERN TIME The undersigned, revoking any previous proxies, h |
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| December 8, 2023 |
Consent of Stanton Park Advisors, LLC. Exhibit 99.5 CONSENT OF STANTON PARK CAPITAL Stanton Park Advisors, LLC, hereby consents to (i) the inclusion of our fairness opinion, dated December 23, 2022, to the Board of Directors of Deep Medicine Acquisition Corp. in the filing of the Amended Registration Statement on Form S-4 of Deep Medicine Acquisition Corp., filed on December 23, 2022 (the “Registration Statement”), and (ii) all referen |
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| December 8, 2023 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 VIA EDGAR December 8, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Jenny O’Shanick and Geoffrey Kruczek Re: Deep Medicine Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed on No |
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| December 8, 2023 |
As filed with the U.S. Securities and Exchange Commission on December 8, 2023 As filed with the U.S. Securities and Exchange Commission on December 8, 2023 Registration No. 333-273548 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3269086 (State or other jurisdicti |
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| December 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DEEP MEDICINE ACQUISITION CORP. |
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| December 8, 2023 |
Exhibit 4.5 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE |
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| December 7, 2023 |
Exhibit 10.3 LOAN AGREEMENT LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and JAK OPPORTUNITIES VI LLC, a Delaware limited liability corpora |
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| December 7, 2023 |
Exhibit 10.1 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Li Holding, Inc., a Florida corporation (the “Lender”). RECITA |
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| December 7, 2023 |
Exhibit 10.1 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Li Holding, Inc., a Florida corporation (the “Lender”). RECITA |
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| December 7, 2023 |
Exhibit 10.2 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and L&H, Inc., a Nevada corporation (the “Lender”). RECITALS WHERE |
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| December 7, 2023 |
Exhibit 10.4 Loan Agreement AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Finuvia, LLC, a Dela |
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| December 7, 2023 |
Exhibit 10.4 Loan Agreement AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Finuvia, LLC, a Dela |
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| December 7, 2023 |
EX-2.1 2 ex2-1.htm Exhibit 2.1 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of December 7, 2023, by and among (i) Deep Medicine Acquisition Corp.,, a Delaware corporation (together with its successors, the “Purchaser”), (ii) DMAC Merger Sub Inc., |
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| December 7, 2023 |
Exhibit 10.3 LOAN AGREEMENT LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and JAK OPPORTUNITIES VI LLC, a Delaware limited liability corpora |
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| December 7, 2023 |
Exhibit 10.2 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 7th day of December 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and L&H, Inc., a Nevada corporation (the “Lender”). RECITALS WHERE |
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| December 7, 2023 |
First Amendment to the Merger Agreement, dated as of December 7, 2023. Exhibit 2.1 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of December 7, 2023, by and among (i) Deep Medicine Acquisition Corp.,, a Delaware corporation (together with its successors, the “Purchaser”), (ii) DMAC Merger Sub Inc., a Nevada corporati |
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| December 7, 2023 |
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): December 7, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (C |
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| December 7, 2023 |
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): December 7, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (C |
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| November 17, 2023 |
Exhibit 10.26 WARRANT CANCELLATION AGREEMENT This WARRANT CANCELLATION AGREEMENT (this “Agreement”), dated as of July 10th, 2023 (the “Effective Date”), is entered into by and between TruGolf, Inc., a Nevada corporation (the “Company”), and High Creek Ventures, Inc. (alternatively referred to as “High Creek” or the “Warrant holder”). High Creek and the Company are collectively referred to as the “ |
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| November 17, 2023 |
Exhibit 10.31 I-Bankers Securities, Inc. 1208 Shady Ln N. Keller, TX 76248 November 17, 2023 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Attention: Humphrey P. Polanen, CEO Re: Business Combination Marketing Agreement Gentlemen: Reference is hereby made to that certain (i) Business Combination Marketing Agreement, dated as of October 26, 2021 (as amended from |
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| November 17, 2023 |
Exhibit 10.19 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE Amendment No. 2 to Convertible Promissory Note dated May 25, 2022 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and Greentree Financial Group Inc, (“Greentree”, and together with the Company, the “Parties”, and each, a “Party”) is made this 4th day of August 2023 by and between the Company and Greentree |
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| November 17, 2023 |
Exhibit 10.24 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE Amendment No. 2 to Convertible Promissory Note dated May 25, 2022 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and High Creek Ventures, LLC, (“High Creek”, and together with the Company, the “Parties”, and each, a “Party”) is made this 4th day of August 2023 by and between the Company and High Creek. W |
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| November 17, 2023 |
Exhibit 10.17 Exhibit A CONVERTIBLE PROMISSORY NOTE Up to $300,000.00 May 25, 2022 ‘Principal” “Effective Date” FOR VALUE RECEIVED, TRUGOLF, INC., a Nevada corporation, its successors and assigns (the “Company”), hereby promises to pay to Greentree Financial Group Inc., a Florida corporation, or its successors or assigns (the “Holder”), in immediately available funds, the total principal sum of up |
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| November 17, 2023 |
Exhibit 10.23 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE & EXHIBIT B, COMMON STOCK WARRANT Amendment No. 1 to Convertible Promissory Note, and Common Stock Warrant dated as of May 5, 2023 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and High Creek Ventures, LLC, (“High Creek”, and together with the Company, the “Parties”, and each, a “Party”). WHEREAS, the P |
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| November 17, 2023 |
Exhibit 10.20 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 25 day of May, 2022 (“Effective Date”), by and between TRUGOLF, INC., a Utah corporation, its successors and assigns (the “Company”), and Ronin Equity Partners, Inc., a Texas corporation (the “Lender”). RECITALS WHEREAS, the Company is in need of capital for Initial Public Offering relate |
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| November 17, 2023 |
As filed with the U.S. Securities and Exchange Commission on November 17, 2023 As filed with the U.S. Securities and Exchange Commission on November 17, 2023 Registration No. 333-273548 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3269086 (State or other jurisdict |
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| November 17, 2023 |
Exhibit 4.5 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE |
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| November 17, 2023 |
Exhibit 4.7 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE |
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| November 17, 2023 |
Exhibit 10.25 WARRANT CANCELLATION AGREEMENT This WARRANT CANCELLATION AGREEMENT (this “Agreement”), dated as of July 10th, 2023 (the “Effective Date”), is entered into by and between TruGolf, Inc., a Nevada corporation (the “Company”), and Greentree Financial Group, Inc. (alternatively referred to as “Greentree” or the “Warrant holder”). Greentree and the Company are collectively referred to as t |
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| November 17, 2023 |
Exhibit 10.21 Exhibit A CONVERTIBLE PROMISSORY NOTE Up to $300,000.00 May 25, 2022 ‘Principal” “Effective Date” FOR VALUE RECEIVED, TRUGOLF, INC., a Nevada corporation, its successors and assigns (the “Company”), hereby promises to pay to Ronin Equity Partners Inc., a Florida corporation, or its successors or assigns (the “Holder”), in immediately available funds, the total principal sum of up to |
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| November 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DEEP MEDICINE ACQUISITION CORP. |
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| November 17, 2023 |
Exhibit 10.18 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE & EXHIBIT B, COMMON STOCK WARRANT Amendment No. 1 to Convertible Promissory Note, and Common Stock Warrant dated as of May 5, 2023 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and Greentree Financial Group Inc, (“Greentree”, and together with the Company, the “Parties”, and each, a “Party”). WHEREAS, t |
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| November 17, 2023 |
Exhibit 10.16 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 25th day of May, 2022 (“Effective Date”), by and between TRUGOLF, INC., a Utah corporation, its successors and assigns (the “Company”), and Greentree Financial Group, Inc., a Florida corporation (the “Lender”). RECITALS WHEREAS, the Company is in need of capital for Initial Public Offerin |
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| November 17, 2023 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 VIA EDGAR November 17, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Jenny O’Shanick Geoffrey Kruczek Melissa Gilmore Re: Deep Medicine Acquisition Corp. Amendment No. 3 to Registration Statement on Form S- |
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| November 17, 2023 |
Exhibit 10.22 ASSIGNMENT OF SERVICE AGREEMENT THIS ASSIGNMENT OF SERVICE AGREEMENT (“Assignment”) is made as of April 3, 2023 (“Effective Date”), by and between Ronin Equity Partners, Inc. (“Assignor”) and High Creek Ventures, LLC (“Assignee”), each being referred throughout this Assignment as a “Party,” and collectively as the “Parties.” WHEREAS, Assignor entered into a Service Agreement with TRU |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 Deep Medicin |
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| November 6, 2023 |
Exhibit 10.25 WARRANT CANCELLATION AGREEMENT This WARRANT CANCELLATION AGREEMENT (this “Agreement”), dated as of July 10th, 2023 (the “Effective Date”), is entered into by and between TruGolf, Inc., a Nevada corporation (the “Company”), and Greentree Financial Group, Inc. (alternatively referred to as “Greentree” or the “Warrant holder”). Greentree and the Company are collectively referred to as t |
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| November 6, 2023 |
Exhibit 10.23 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE & EXHIBIT B, COMMON STOCK WARRANT Amendment No. 1 to Convertible Promissory Note, and Common Stock Warrant dated as of May 5, 2023 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and High Creek Ventures, LLC, (“High Creek”, and together with the Company, the “Parties”, and each, a “Party”). WHEREAS, the P |
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| November 6, 2023 |
Exhibit 4.8 COMMON STOCK PURCHASE WARRANT AMENDMENT NUMBER 1 Pursuant to the Common Stock Purchase Warrant Agreement entered into on May 25, 2022 and in conjunction with the Loan Agreement dated May 25, 2022, whereby the Warrant Holder was entitled to purchase from TruGolf, inc. (the “Company”)the Company at any time after the Issue Date and before the Expiration Date THREE HUNDRED FIFTY THOUSAND |
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| November 6, 2023 |
As filed with the U.S. Securities and Exchange Commission on November 3, 2023 As filed with the U.S. Securities and Exchange Commission on November 3, 2023 Registration No. 333-273548 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3269086 (State or other jurisdicti |
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| November 6, 2023 |
Exhibit 4.6 COMMON STOCK PURCHASE WARRANT AMENDMENT NUMBER 1 Pursuant to the Common Stock Purchase Warrant Agreement entered into on May 25, 2022 and in conjunction with the Loan Agreement dated May 25, 2022, whereby the Warrant Holder was entitled to purchase from TruGolf, inc. (the “Company”)the Company at any time after the Issue Date and before the Expiration Date THREE HUNDRED FIFTY THOUSAND |
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| November 6, 2023 |
Exhibit 10.26 WARRANT CANCELLATION AGREEMENT This WARRANT CANCELLATION AGREEMENT (this “Agreement”), dated as of July 10th, 2023 (the “Effective Date”), is entered into by and between TruGolf, Inc., a Nevada corporation (the “Company”), and High Creek Ventures, Inc. (alternatively referred to as “High Creek” or the “Warrant holder”). High Creek and the Company are collectively referred to as the “ |
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| November 6, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DEEP MEDICINE ACQUISITION CORP. |
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| November 3, 2023 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 VIA EDGAR November 3, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Jenny O’Shanick Geoffrey Kruczek Jeff Gordon Melissa Gilmore Re: Deep Medicine Acquisition Corp. Amendment No. 2 to Registration Statement |
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| November 2, 2023 |
Form of Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 20 , by and among TruGolf Inc., a Delaware corporation (the “Company”) and (the “Investor”). WHEREAS, the Investor has, pursuant to that certain Loan Agreement, dated as of November 2, 2023, between the Company and the Investor (the “Loan Agreement”), agreed to purchase |
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| November 2, 2023 |
Exhibit 10.1 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 2nd day of November 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Greentree Financial Group, Inc., a Florida corporation (the “L |
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| November 2, 2023 |
Exhibit 4.1 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE |
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| November 2, 2023 |
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): November 2, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (C |
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| November 2, 2023 |
Exhibit 10.4 Convertible Promissory Note THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. THE HOLDER HEREOF SHOULD CONTACT THE RESPONSIBL |
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| November 2, 2023 |
Exhibit 10.4 Convertible Promissory Note THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. THE HOLDER HEREOF SHOULD CONTACT THE RESPONSIBL |
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| November 2, 2023 |
Exhibit 10.1 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 2nd day of November 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Greentree Financial Group, Inc., a Florida corporation (the “L |
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| November 2, 2023 |
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): November 2, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (C |
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| November 2, 2023 |
Exhibit 4.1 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE |
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| November 2, 2023 |
Exhibit 10.2 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 2nd day of November 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Finuvia, LLC, a Delaware limited liability company (the “Lende |
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| November 2, 2023 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 20 , by and among TruGolf Inc., a Delaware corporation (the “Company”) and (the “Investor”). WHEREAS, the Investor has, pursuant to that certain Loan Agreement, dated as of November 2, 2023, between the Company and the Investor (the “Loan Agreement”), agreed to purchase |
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| November 2, 2023 |
Exhibit 10.2 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this 2nd day of November 2023 (“Effective Date”), by and between Deep Medicine Acquisition Corp., a Delaware corporation, its successors and assigns (the “Company” and before the closing of the Business Combination, the “SPAC”), and Finuvia, LLC, a Delaware limited liability company (the “Lende |
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| October 13, 2023 |
Employment Agreement between TruGolf, Inc. and Christopher Jones. Exhibit 10.10 TRUGOLF, INC. EXECUTIVE EMPLOYMENT AGREEMENT CHRISTOPHER JONES PRESIDENT AND CHIEF EXECUTIVE OFFICER TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. Definitions. 1 ARTICLE II. EMPLOYMENT; TERM; DUTIES 3 2.1. Employment. 3 2.2. Duties and Responsibilities. 3 2.3. Covenants of Executive. 4 2.4. Board of Directors. 4 ARTICLE III. COMPENSATION AND OTHER BENEFITS 4 3.1. Base Salary. 4 3.2 |
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| October 13, 2023 |
Loan Agreement, dated May 25, 2022 by and between TruGolf, Inc., and Ronin Equity Partners, Inc. Exhibit 10.20 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this day of May, 2022 (“Effective Date”), by and between TRUGOLF, INC., a Utah corporation, its successors and assigns (the “Company”), and Ronin Equity Partners, Inc., a Texas corporation (the “Lender”). RECITALS WHEREAS, the Company is in need of capital for Initial Public Offering related e |
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| October 13, 2023 |
Exhibit 10.24 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE Amendment No. 2 to Convertible Promissory Note dated May 25, 2022 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and High Creek Ventures, LLC, (“High Creek”, and together with the Company, the “Parties”, and each, a “Party”) is made this 4th day of August 2023 by and between the Company and High Creek. W |
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| October 13, 2023 |
Exhibit 4.5 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE |
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| October 13, 2023 |
Exhibit 21.1 Subsidiary of Registrant* Name of Subsidiary Jurisdiction of Formation DMAC Merger Sub Inc. Nevada *All subsidiaries are wholly owned, directly or indirectly, by the Registrant. |
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| October 13, 2023 |
Exhibit 10.19 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE Amendment No. 2 to Convertible Promissory Note dated May 25, 2022 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and Greentree Financial Group Inc, (“Greentree”, and together with the Company, the “Parties”, and each, a “Party”) is made this 4th day of August 2023 by and between the Company and Greentree |
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| October 13, 2023 |
As filed with the U.S. Securities and Exchange Commission on October 12, 2023 As filed with the U.S. Securities and Exchange Commission on October 12, 2023 Registration No. 333-273548 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3269086 (State or other jurisdicti |
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| October 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DEEP MEDICINE ACQUISITION CORP. |
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| October 13, 2023 |
Exhibit 4.6 Exhibit B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE |
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| October 13, 2023 |
Loan Agreement, dated May 25, 2022 by and between Trugolf, Inc., and Greentree Financial Group, Inc. Exhibit 10.16 Loan Agreement LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into in this day of May, 2022 (“Effective Date”), by and between TRUGOLF, INC., a Utah corporation, its successors and assigns (the “Company”), and Greentree Financial Group, Inc., a Florida corporation (the “Lender”). RECITALS WHEREAS, the Company is in need of capital for Initial Public Offering rel |
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| October 13, 2023 |
Exhibit 10.21 Exhibit A CONVERTIBLE PROMISSORY NOTE Up to $300,000.00 May , 2022 ‘Principal” “Effective Date” FOR VALUE RECEIVED, TRUGOLF, INC., a Nevada corporation, its successors and assigns (the “Company”), hereby promises to pay to Ronin Equity Partners Inc., a Florida corporation, or its successors or assigns (the “Holder”), in immediately available funds, the total principal sum of up to Th |
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| October 13, 2023 |
Exhibit 10.12 EXHIBIT A PLEDGE AGREEMENT PLEDGE AGREEMENT (this “Agreement”) dated as of JANUARY 23, 2023, between TruGolf, Inc., having its principal place of business at 60 North 1400 West, Centerville, Utah 84014, represented by Chris Jones (the “Pledgor”) and ETHOS ASSET MANAGEMENT Inc, having its principal place of business at 4660 La Jolla Village Drive, San Diego, California, 92122, United |
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| October 13, 2023 |
Exhibit 10.15 Nathan Larsen - TruGolf - MOU This Memorandum of Understanding is made and entered into the 1st day of June 2022, by and between TruGolf, a Nevada corporation (“Company”), and Nathan Larsen, (“Agent”). This Memorandum of Understanding is meant to be legally binding, and to verify the mutual intent of both parties to secure a working relationship between both parties and is prepared t |
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| October 13, 2023 |
Exhibit 10.11 AGREEMENT № EAM- EAM-TGI-1229-2022 PROJECT “TruGolf Expansion and Growth” This Agreement (“Agreement”), dated January 23, 2023, is between ETHOS ASSET MANAGEMENT INC., a corporation, incorporated under the laws of the USA, having its principal place of business at 4660 La Jolla Village Drive, San Diego, California, 92122, United States of America, herein represented by Mr. CARLOS MAN |
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| October 13, 2023 |
Exhibit 10.22 ASSIGNMENT OF SERVICE AGREEMENT THIS ASSIGNMENT OF SERVICE AGREEMENT (“Assignment”) is made as of April 3, 2023 (“Effective Date”), by and between Ronin Equity Partners, Inc. (“Assignor”) and High Creek Ventures, LLC (“Assignee”), each being referred throughout this Assignment as a “Party,” and collectively as the “Parties.” WHEREAS, Assignor entered into a Service Agreement with TRU |
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| October 13, 2023 |
Exhibit 10.17 Exhibit A CONVERTIBLE PROMISSORY NOTE Up to $300,000.00 April , 2022 ‘Principal” “Effective Date” FOR VALUE RECEIVED, TRUGOLF, INC., a Nevada corporation, its successors and assigns (the “Company”), hereby promises to pay to Greentree Financial Group Inc., a Florida corporation, or its successors or assigns (the “Holder”), in immediately available funds, the total principal sum of up |
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| October 13, 2023 |
Exhibit 10.18 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE & EXHIBIT B, COMMON STOCK WARRANT Amendment No. 1 to Convertible Promissory Note, and Common Stock Warrant dated as of May 5, 2023 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and Greentree Financial Group Inc, (“Greentree”, and together with the Company, the “Parties”, and each, a “Party”). WHEREAS, t |
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| October 13, 2023 |
Exhibit 10.14 TruGolf - Brenner Adams - MOU This Memorandum of Understanding is made and entered into the 1st day of June 2022, by and between TruGolf, a Nevada corporation (“Company”), and Brenner Adams, (“Agent”). This Memorandum of Understanding is meant to be legally binding, and to verify the mutual intent of both parties to secure a working relationship between both parties and is prepared t |
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| October 13, 2023 |
Exhibit 10.23 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE & EXHIBIT B, COMMON STOCK WARRANT Amendment No. 1 to Convertible Promissory Note, and Common Stock Warrant dated as of May 5, 2023 (the “Amendment”), between TruGolf, Inc., a Nevada Corporation, (the “Company”), and High Creek Ventures, LLC, (“High Creek”, and together with the Company, the “Parties”, and each, a “Party”). WHEREAS, the P |
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| October 12, 2023 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 VIA EDGAR October 12, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Jenny O’Shanick Geoffrey Kruczek Jeff Gordon Melissa Gilmore Re: Deep Medicine Acquisition Corp. Amendment No. 1 to Registration Statement |
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| September 19, 2023 |
Exhibit 10.12 EXHIBIT A PLEDGE AGREEMENT PLEDGE AGREEMENT (this “Agreement”) dated as of JANUARY [], 2023, between TruGolf, Inc., having its principal place of business at 60 North 1400 West, Centerville, Utah 84014, represented by Chris Jones (the “Pledgor”) and ETHOS ASSET MANAGEMENT Inc, having its principal place of business at 4660 La Jolla Village Drive, San Diego, California, 92122, United |
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| September 19, 2023 |
Exhibit 21.1 Subsidiary of Registrant* Name of Subsidiary Jurisdiction of Formation DMAC Merger Sub Inc. Nevada *All subsidiaries are wholly owned, directly or indirectly, by the Registrant. |
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| September 19, 2023 |
Employment Agreement between TruGolf Inc. and Christopher Jones. Exhibit 10.10 TRUGOLF, INC. EXECUTIVE EMPLOYMENT AGREEMENT CHRISTOPHER JONES PRESIDENT AND CHIEF EXECUTIVE OFFICER TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. Definitions. 1 ARTICLE II. EMPLOYMENT; TERM; DUTIES 3 2.1. Employment. 3 2.2. Duties and Responsibilities. 3 2.3. Covenants of Executive. 4 2.4. Board of Directors. 4 ARTICLE III. COMPENSATION AND OTHER BENEFITS 4 3.1. Base Salary. 4 3.2 |
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| September 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DEEP MEDICINE ACQUISITION CORP. |
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| September 19, 2023 |
As filed with the U.S. Securities and Exchange Commission on September 18, 2023 As filed with the U.S. Securities and Exchange Commission on September 18, 2023 Registration No. 333-273548 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3269086 (State or other jurisdic |
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| September 19, 2023 |
Exhibit 10.11 AGREEMENT № EAM- EAM-TGI-1229-2022 PROJECT “TruGolf Expansion and Growth” This Agreement (“Agreement”), dated JANUARY [],January 23, 2023, is between ETHOS ASSET MANAGEMENT INC., a corporation, incorporated under the laws of the USA, having its principal place of business at 4660 La Jolla Village Drive, San Diego, California, 92122, United States of America, herein represented by Mr. |
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| September 18, 2023 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 VIA EDGAR September 18, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Jenny O’Shanick and Mr. Geoffrey Kruczek Re: Deep Medicine Acquisition Corp. Registration Statement on Form S-4 Filed on July 31, 20 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 Deep Medicine Acq |
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| August 3, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 2, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Com |
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| August 3, 2023 |
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): August 2, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Com |
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| August 3, 2023 |
Exhibit 99.1 Deep Medicine Acquisition Corp. Announces its Filing of Registration Statement on Form S-4 in Connection with Merger with TruGolf, Inc. SALT LAKE CITY, Aug. 2, 2023 – Deep Medicine Acquisition Corp. (“DMAQ” ), a publicly traded special purpose acquisition company, and TruGolf, Inc. (“TruGolf”), a leading golf simulator manufacturer and distributor with headquarters in Salt Lake City, |
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| August 3, 2023 |
Exhibit 99.1 Deep Medicine Acquisition Corp. Announces its Filing of Registration Statement on Form S-4 in Connection with Merger with TruGolf, Inc. SALT LAKE CITY, Aug. 2, 2023 – Deep Medicine Acquisition Corp. (“DMAQ” ), a publicly traded special purpose acquisition company, and TruGolf, Inc. (“TruGolf”), a leading golf simulator manufacturer and distributor with headquarters in Salt Lake City, |
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| July 31, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DEEP MEDICINE ACQUISITION CORP. |
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| July 31, 2023 |
Exhibit 21.1 Subsidiary of Registrant* Name of Subsidiary Jurisdiction of Formation DMAC Merger Sub Inc. Nevada *All subsidiaries are wholly owned, directly or indirectly, by the Registrant. |
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| July 31, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 31, 2023 As filed with the U.S. Securities and Exchange Commission on July 31, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3269086 (State or other jurisdiction of incorporation or organ |
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| July 31, 2023 |
Consent of Stanton Park Capital, LLC. Exhibit 99.6 CONSENT OF STANTON PARK CAPITAL Stanton Park Capital, LLC, hereby consents to (i) the inclusion of our fairness opinion, dated December 23, 2022, to the Board of Directors of Deep Medicine Acquisition Corp. in the filing of the Amended Registration Statement on Form S-4 of Deep Medicine Acquisition Corp., filed on December 23, 2022 (the “Registration Statement”), and (ii) all referenc |
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| July 31, 2023 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Deep Medicine Acquisition Corp of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to th |
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| July 31, 2023 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Deep Medicine Acquisition Corp of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to th |
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| July 31, 2023 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Deep Medicine Acquisition Corp of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to th |
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| July 31, 2023 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Deep Medicine Acquisition Corp of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to th |
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| July 31, 2023 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Deep Medicine Acquisition Corp of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to th |
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| July 24, 2023 |
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): July 21, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Comm |
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| July 24, 2023 |
Exhibit 2.1 EXECUTION VERSION AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among DEEP MEDICINE ACQUISITION CORP., as the Purchaser, DMAC MERGER SUB INC., as Merger Sub, BRIGHT VISION SPONSOR LLC, in the capacity as the Purchaser Representative, CHRISTOPHER JONES, in the capacity as the Seller Representative, and TRUGOLF, INC., as the Company, Dated as of July 21, 2023 TABLE OF CONTENTS |
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| July 24, 2023 |
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): July 21, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Comm |
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| July 24, 2023 |
Exhibit 2.1 EXECUTION VERSION AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among DEEP MEDICINE ACQUISITION CORP., as the Purchaser, DMAC MERGER SUB INC., as Merger Sub, BRIGHT VISION SPONSOR LLC, in the capacity as the Purchaser Representative, CHRISTOPHER JONES, in the capacity as the Seller Representative, and TRUGOLF, INC., as the Company, Dated as of July 21, 2023 TABLE OF CONTENTS |
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| July 18, 2023 |
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): July 17, 2023 DEEP MEDICINE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Comm |
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| July 14, 2023 |
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): July 13, 2023 DEEP MEDICINE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Comm |
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| July 14, 2023 |
Second Amendment to the Second Amended and Restated Certificate of Incorporation.(7) Exhibit 3.1 |
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| July 12, 2023 |
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): July 11, 2023 DEEP MEDICINE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Comm |
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| July 12, 2023 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2023 by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), Bright Vision Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 31, 2023 |
Exhibit 21 DMAC Merger Sub Inc. |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40970 Deep Medicine Acq |
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| May 31, 2023 |
Description of Registered Securities.* Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of March 31, 2023, Deep Medicine Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its (i) Class A common s |
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| April 6, 2023 |
EX-10.1 3 ex10-1.htm Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of March 31, 2023, by and among (i) Deep Medicine Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) TruGolf, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used |
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| April 6, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among DEEP MEDICINE ACQUISITION CORP., as the Purchaser, DMAC MERGER SUB INC., as Merger Sub, BRIGHT VISION SPONSOR LLC, in the capacity as the Purchaser Representative, CHRISTOPHER JONES, in the capacity as the Seller Representative, and TRUGOLF, INC., as the Company, Dated as of March 31, 2023 TABLE OF CONTENTS Page I. MERGER 2 1.1. Merger 2 1.2. T |
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| April 6, 2023 |
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): March 31, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Com |
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| April 6, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2023 by and among (i) Deep Medicine Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “TruGolf, Inc.” (including any successor entity thereto, the “Purchaser”), (i |
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| April 6, 2023 |
Exhibit 10.4 SPONSOR SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made as of March 31, 2023, by and among (i) TruGolf, Inc. a Nevada corporation (the “Company”), (ii) Deep Medicine Acquisition Corp., a Delaware corporation (together with its successors, “Purchaser”), and (iii) Bright Vision Sponsor LLC, a Delaware limited liability company (“Sponsor”). Any capitalized term used b |
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| April 6, 2023 |
EX-10.3 5 ex10-3.htm Exhibit 10.3 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 31, 2023, by [] (the “Subject Party”) in favor of and for the benefit of Deep Medicine Acquisition Corp. a Delaware corporation, which will be known after the consummation of the transactions cont |
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| April 3, 2023 |
Exhibit 99.1 Deep Medicine Acquisition Corp. and TruGolf, Inc. Announce the Execution of a Definitive Merger Agreement TruGolf, Inc. (“TruGolf”) will become a public company to further advance its software business and increase manufacturing and sales of its golf simulator technology in the United States and internationally. The business combination with Deep Medicine Acquisition Corp. values TruG |
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| April 3, 2023 |
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): March 31, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (Com |
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| February 16, 2023 |
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): February 16, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) ( |
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| February 16, 2023 |
Deep Medicine Acquisition Corp. Announces Listing Transfer to the Nasdaq Capital Market Exhibit 99.1 Deep Medicine Acquisition Corp. Announces Listing Transfer to the Nasdaq Capital Market New York, NY, February 16, 2023 (GLOBE NEWSWIRE) – Deep Medicine Acquisition Corp. (Nasdaq: DMAQ) (the “Company”) announced today that it has received approval from the Nasdaq Stock Market (“Nasdaq”) to transfer the listing of its securities from the Nasdaq Global Market to the Nasdaq Capital Marke |
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| February 14, 2023 |
SC 13G/A 1 lighthouse-dmaq123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Deep Medicine Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 243733102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of th |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Deep Medicine Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 243733102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Ch |
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| February 10, 2023 |
Form of Promissory Note issued on February 9, 2023. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 Deep Medicine |
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| February 3, 2023 |
DMAQ / Deep Medicine Acquisition Corp - Class A / Weiss Asset Management LP Passive Investment 13,270,700 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Deep Medicine Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 243733102 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Name, Address and Telephone Number of |
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| January 26, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 22, 2023 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) (C |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Deep Medicine Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 243733102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which t |
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| December 23, 2022 |
Amendment to the Second Amended and Restated Certificate of Incorporation.(4) EX-3.1 2 ex3-1.htm Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DEEP MEDICINE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law Deep Medicine Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Deep Medicine Ac |
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| December 23, 2022 |
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): December 23, 2022 DEEP MEDICINE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) ( |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| December 5, 2022 |
PRER14A 1 formprer14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| December 1, 2022 |
Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 Deep Medicine Acquisition Corp. 595 Madison Avenue, 12th Floor New York, NY 10017 VIA EDGAR December 01, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, NE Washington, D.C. 20549 Attn: Victor Rivera Melendez; Jeffrey Gabor Re: Deep Medicine Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed November 21 |
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| November 22, 2022 |
Other Events, Shareholder Director Nominations 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): November 18, 2022 DEEP MEDICINE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40970 85-3269086 (State or other jurisdiction of incorporation) ( |
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| November 21, 2022 |
PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
