Announcement • Feb 01

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Trugolf, Inc. completed the acquisition of Deep Medicine Acquisition Corp. (NasdaqCM:DMAQ) from a group of shareholders in a reverse merger transaction.

Trugolf, Inc. executed a non-binding letter of intent to acquire Deep Medicine Acquisition Corp. (NasdaqCM:DMAQ) from a group of shareholders in a reverse merger transaction on January 25, 2023. Trugolf, Inc. entered a definitive merger agreement to acquire Deep Medicine Acquisition Corp. from a group of shareholders in a reverse merger transaction for approximately $130 million on March 31, 2023. As reported, TruGolf stockholders will receive consideration in the form of newly issued shares of common stock DMAQ, valued based on an aggregate implied enterprise value for TruGolf of $125 million, including up to approximately $45 million of contingent consideration, subject to customary adjustments for TruGolf’s closing working capital, cash and debt and any unpaid transaction expenses. At the closing of the Business Combination, TruGolf Stockholders will receive 8,000,000 shares of New TruGolf Common Stock. In addition, 4.5 million Deep Medicine Class A Shares (Earnout Shares) will be issued as additional consideration. Upon completion of the transaction, assuming no redemptions by DMAQ’s stockholders, the combined company is expected to have a total pro forma equity value of approximately $134.1 million. As a result of the merger, TruGolf, Inc. 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. Upon completion of the transaction, the combined company is expected to be renamed TruGolf Holdings, Inc. and will be listed on the Nasdaq Stock Market and its shares of common stock will trade under the trading symbol “TRUG”. Christopher Jones, Chief Executive Officer and Chairman of TruGolf, and the existing management team will lead the merged company. In the event the Merger Agreement is terminated by TruGolf, TruGolf will pay a termination fee equal to $250,000 plus an amount equal to the aggregate DMAQ transaction expenses actually and directly incurred by DMAQ, provided that the Termination Fee shall not exceed $750,000.The closing of the transaction is subject to approval by TruGolf’s stockholders and DMAQ’s stockholders; any waiting period (and any extension thereof) applicable to the consummation of the Merger Agreement under any antitrust laws shall have expired or been terminated; the receipt of all consents required to be obtained from or made with any governmental authority; upon the closing, DMAQ having cash and cash equivalents equal to at least $10 million; the members of the New TruGolf Board having been elected or appointed as of the Closing consistent with the requirements of the Merger Agreement; the Registration Statement of which proxy statement/prospectus forms a part having been declared effective by the SEC; each Lock-Up Agreement and Non-Competition Agreement, Registration rights agreement having been duly executed; DMAQ having received new employment agreements for certain specified persons and is subject to other customary closing conditions. The boards of directors of DMAQ and TruGolf both unanimously approved the proposed transaction. DMAQ Board recommended that shareholders vote for the merger. The registration statement was declared effective on December 27, 2023. It is currently anticipated that the transaction will close by the end of the third quarter of 2023. The outside date for the business combination is January 29, 2024. As of January 12, 2024, the transaction is expected to close by the end of January 2024. The proceeds from the transaction will enhance TruGolf’s production capacity, new product research and development, working capital and expansion. As of January 19, 2024, DMAQ stockholders approved the transaction.Nicholas M. Tipsord, Olga Bogush, Amy (Salomon) McFarland, Juliana I. Haydoutova and Cavas S. Pavri of ArentFox Schiff LLP is serving as legal advisors to TruGolf. Barry I. Grossman and Lloyd N. Steele of Ellenoff Grossman & Schole, LLP are serving as legal advisors to DMAQ and Bright Vision Sponsor LLC. Ellenoff Grossman & Schole, LLP also provided due diligence services to DMAQ. Stanton Park Advisors, LLC acted as financial advisor and rendered fairness opinion to the DMAQ Board. American Stock Transfer & Trust Company, LLC acted as the transfer agent for Deep Medicine’s securities. Advantage Proxy, Inc. acted as proxy solicitor to DMAQ for an approximate fee of $10,000, plus disbursements. Stanton Park received a fee of $15,000 for its opinion, no portion of which was contingent upon the completion of the Business Combination. Arthur S. Marcus and Matthew Siracusa of Sichenzia Ross Ference LLP acted as legal advisors to Deep Medicine Acquisition.Trugolf, Inc. completed the acquisition of Deep Medicine Acquisition Corp. (NasdaqCM:DMAQ) from a group of shareholders in a reverse merger transaction on January 31, 2024. In connection with the completion of the Business Combination, TruGolf’s Class A common stock will begin trading on the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “TRUG”, on February 1, 2024. TruGolf’s current management team will continue to lead the combined company following the closing. I-Bankers Securities, Inc. acted as sole bookrunner for the DMAQ IPO and served as financial advisor to DMAQ. Sichenzia Ross Ference Carmel LLP served as counsel to TruGolf.

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