What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2023-05-31 compared with 2022-06-24 · 267 added, 407 removed, 3 unchanged (100% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management discussion and analysis (“MD&A”)

of the financial condition and results of operations of Deep Medicine Acquisition Corp.

(the “Company,” “us” or

“we”) is for the year ended March 31, 2022 and for the period from July 8, 2020 (inception) through March 31, 2021.

supplemental to, and should be read in conjunction with the Company’s financial statements for year ended March 31, 2022 and for

the period from July 8, 2020 (inception) through March 31, 2021 and the accompanying notes for each respective period.

The Company’s

financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless

otherwise indicated.

The information about us provided in this MD&A,

including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking

information” as defined under applicable United States securities laws and Canadian securities laws.

All statements, other than

statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur

in the future are forward-looking statements,

including, but not limited to, statements preceded

by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”,

“believes”, “estimates”, “projects”, “potential”, “expects”, “plans”,

“intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”,

“goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding:

the Company’s ability to become profitable and generate cash in the Company’s operating activities;

the Company’s need

for substantial additional financing to operate the Company’s business and difficulties we may face acquiring additional financing

on terms acceptable to us or at all;

the Company’s significant indebtedness and significant restrictions on the Company’s

the Company’s ability to construct and operate the Company’s planned a magnesium research and development pilot

plant and obtain necessary permits and authorizations to construct and operate the facility;

the impact of global climate change on the

Company’s ability to conduct future operations.;

the Company’s lack of a diversified portfolio of assets;

the Company’s

dependence on key inputs, suppliers and skilled labor for the production of magnesium.;

the Company’s ability to attract and retain

key personnel;

growth-related risks, including capacity constraints and pressure on the Company’s internal systems and controls;

the adverse consequences of litigation we are currently involved in and litigation we may face from time to time;

risk related to the

protection of the Company’s intellectual and the Company’s exposure to infringement or misappropriation claims by third parties;

risks related to competition;

risks related to the Company’s lack of internal controls over financial reporting and their effectiveness;

increased costs we are subject to as a result of being a public company in Canada and the United States;

and other events or conditions

that may occur in the future.

Forward-looking statements may relate to future financial

conditions, results of operations, plans, objectives, performance or business developments.

These statements speak only as at the date

they are made and are based on information currently available and on the then current expectations of the party making the statement

and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that

may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking

statements, including, but not limited to, risks and uncertainties described in Item 1A—“Risk Factors.”

Although we believe that the expectations and assumptions

on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements,

because no assurance can be given that they will prove to be correct.

Since forward-looking statements address future events and conditions,

by their very nature, they involve inherent risks and uncertainties.

Actual results could differ materially from those currently anticipated

due to a number of factors and risks.

These include, but are not limited to the risks described in Item 1A—“Risk Factors.”

Consequently, all forward-looking statements made

in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the

anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or

effects on us.

The cautionary statements contained or referred to in this section should be considered in connection with any subsequent

written or oral forward-looking statements that we and/or persons acting on its behalf may issue.

We do not undertake any obligation to

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required

under securities legislation.

Overview of the Business

We are a blank check company

incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination with one or more businesses.

On October 29, 2021, we consummated

our IPO of 12,650,000 Units at $10.00 per Unit, which included 1,650,000 Units issued pursuant to the full exercise by the underwriters

of their over-allotment option, and the private sale of an aggregate of 519,500 Units to our Sponsor and I-Bankers at a purchase price

of $10.00 per Private Placement Unit, generating gross proceeds of $5,195,000 to us that closed simultaneously with the closing of the

Our Class A common stock and rights have been listed on Nasdaq commenced trading separately with the ticker symbols “DMAQ”

and “DMAQR,” respectively.

Each Unit consisted of one share of Class A common stock and one right to receive one-tenth of

one share of Class A common stock upon the consummation of our initial Business Combination.

Transaction costs amounted

to $7,282,500 consisting of $2,530,000 in cash of underwriting commissions, $4,427,500 of business combination marketing fee, and $325,000

of other offering costs.

Following the closing of

the IPO, cash of $764,101 was held outside of the Trust Account and is available for working capital purposes.

As of March 31, 2022, the

Company had available cash of $877,099 on its balance sheet and a working capital of $655,693.

We intend to effectuate our

initial Business Combination using cash from the proceeds of the IPO and the private placement of the Private Placement Units, the proceeds

of the sale of our shares in connection with our initial Business Combination (including pursuant to forward purchase agreements or backstop

agreements we may enter into following the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued

to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional

shares in connection with an initial Business Combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors in the IPO, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A common stock and/or rights.

if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue

to incur significant costs in the pursuit of our initial Business Combination plans.

We cannot assure you that our plans to raise capital

or to complete our initial Business Combination will be successful.

Results of Operations

and Known Trends or Future Events

We have neither engaged

in any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those

necessary to prepare for the IPO.

Following the IPO, we will not generate any operating revenues until after completion of our initial

Business Combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents after the IPO.

There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of

our audited financial statements.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective Business Combination

We expect our expenses to increase substantially after the closing of the IPO.

For the year ended March

31, 2022, we had a net loss of $414,045, which consists of $409,912 of operating and formation costs and unrealized loss on our marketable

securities held in the trust account of $4,133.

For the period from July

8, 2020 (inception) through March 31, 2021, we had a net loss of $59,395 which consisted of operating and formation costs.

Liquidity and Capital

As indicated in the

accompanying financial statements, at March 31, 2022 and March 31, 2021, we had cash of $877,099 and $500,067, respectively, and prepaid

expenses of $315,306 and $37,500, respectively.

For the year ended March

31, 2022, net cash used in operating activities was $697,868.

Net loss of $414,045 was affected by unrealized loss on marketable securities

held in the Trust Account of $4,133.

Changes in operating assets and liabilities used $287,956 of cash for operating activities.

For the period from July

8, 2020 (inception) through March 31, 2021, net cash used in operating activities was $50,033.

Net loss of $59,395 was affected by the

increase in prepaid expenses of $37,500 for legal services, partially offset by the increase in accrued expenses to related parties amounted

Prior to the completion

of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be

one year from the issuance date of the financial statement.

The Company has since competed its IPO at which time capital in excess of

the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital

Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient

capital exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial

doubt has been alleviated.

Our liquidity needs

have been satisfied prior to the completion of the IPO through a capital contribution from our initial stockholders of $50,000 for the

Founder Shares and $500,000 in loans available from our Sponsor under an unsecured promissory note.

Pursuant to the full exercise by the

Underwriters of their over-allotment option, our net proceeds from (i) the sale of the Units in the IPO, after deducting offering

expenses of approximately $500,000, underwriting commissions of $2,530,000, and (ii) the sale of the Private Placement Units for

a purchase price of $5,195,000, was $128,665,000.

Of this amount, $127,765,000 was held in the Trust Account.

The proceeds held in the

Trust Account were invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds

meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury

The remaining $764,101 was not held in the Trust Account.

In the event that our offering expenses exceed our estimate of

$500,000, we may fund such excess with funds not to be held in the Trust Account.

In such case, the amount of funds we intend to be held

outside the Trust Account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than

our estimate of $500,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.

We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial

Discussion and Analysis of Financial Condition and Results of Operations.

Note Regarding Forward-Looking Statements

statements other than statements of historical fact included in this Report including, without limitation, statements in this section

regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward- looking

When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,”

“intend” and similar expressions, as they relate to us or our management, identify forward-looking statements.

Such forward-looking

statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed

in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf

are qualified in their entirety by this paragraph.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Report.

are a blank check company incorporated on July 8, 2020 as a Delaware corporation and formed for the purpose of effecting a business combination.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private

placement units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward

purchase agreements or backstop agreements we may enter into following the consummation of the IPO or otherwise), shares issued to the

owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

of our Combination Period and Founder Conversion

Initial Combination Period was extended until January 29, 2023 in the First Extension pursuant to our amended and restated certificate

of incorporation and the First Sponsor Affiliate Notes.

On December 23, 2022, we held the 2022 Special Meeting at which our stockholders

approved, among other things, an amendment to our amended and restated certificate of incorporation to (i) extend the date by which we

must consummate an initial business combination to July 29, 2023, or such earlier date as determined by the board of directors, and (ii)

provide for the right of a holder of Class B common stock to convert into Class A common stock on a one-for-one basis prior to the closing

of an initial business combination.

connection with the vote to approve the above, the holders of 11,819,790 public shares properly exercised their right to redeem such

shares for a pro rata portion of the funds in the trust account.

As a result, approximately $121 million (approximately $10.24 per share)

was removed from the trust account to pay such holders.

December 23, 2022, stockholders holding all of the issued and outstanding Class B common stock elected to convert their Class B common

stock into Class A common stock on a one-for-one basis.

As a result, 3,162,500 shares of Class B common stock were cancelled, and 3,162,500

shares of Class A common stock were issued to such holders of the converting Class B common stock.

the Founder Conversion and the redemptions in connection with the 2022 Special Meeting, and as of March 31, 2023, we had 4,613,410

shares of Class A common stock issued and outstanding.

February 15, 2023, we received approval from the Nasdaq Listing Qualifications Department of Nasdaq that our application to transfer

the listing of the public shares and rights from the Nasdaq Global Market to the Nasdaq Capital Market was approved.

The public shares

and rights were transferred to the Nasdaq Capital Market at the opening of business on February 17, 2023 and continue to trade under

the symbol “DMAQ” and “DMAQR,” respectively.

The Nasdaq Capital Market operates in substantially the same manner

as the Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance

requirements.

Business Combination

We may withdraw interest to pay franchise and income taxes.

We estimate our annual franchise tax obligations, based

on the number of shares of our common stock authorized and outstanding after the completion of the IPO, to be $200,000, which is the maximum

amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from the IPO held outside

of the Trust Account or from interest earned on the funds held in our Trust Account and released to us for this purpose.

Our annual income

tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account.

We expect the

interest earned on the amount in the Trust Account will be sufficient to pay our income taxes.

To the extent that our capital stock or

debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust

Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue

our growth strategies.

Prior to the completion

of our initial Business Combination, we have available to us the $764,101 of proceeds held outside the Trust Account.

We will use these

funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from

the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents

and material agreements of prospective target businesses, and structure, negotiate and complete an initial Business Combination.

In order to fund working

capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

our initial Business Combination, we would repay such loaned amounts.

In the event that our initial Business Combination does not close,

we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust

Account would be used for such repayment.

Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent

units at a price of $10.00 per unit (which, for example, would result in the holders being issued 165,000 shares of Class A common

stock if $1,500,000 of notes were so converted since the 150,000 rights included in such units would result in the issuance of 15,000

shares upon the closing of our Business Combination), at the option of the lender.

Such units would be

identical to the Private Placement Units.

The terms of such working capital loans by our Sponsor or its affiliates, or our officers and

directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans

from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds

and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We expect our primary

liquidity requirements during that period to include approximately $250,000 for legal, accounting, due diligence, travel and other expenses

associated with structuring, negotiating and documenting successful business combinations;

$100,000 for legal and accounting fees related

to regulatory reporting requirements;

$75,000 for Nasdaq continued listing fees;

$300,000 for director and officer liability insurance

$115,000 for working capital that will be used for miscellaneous expenses and reserves (including taxes net of anticipated interest

and approximately $60,000 as fees to our Chief Financial Officer.

These amounts are estimates

and may differ materially from our actual expenses.

In addition, we could use a portion of the funds not being placed in trust to pay

commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund

a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions

with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial Business Combination,

although we do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity

from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined

based on the terms of the specific Business Combination and the amount of our available funds at the time.

Our forfeiture of such funds

(whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting

due diligence with respect to, prospective target businesses.

We do not believe we

will need to raise additional funds following the IPO in order to meet the expenditures required for operating our business.

if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business

Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior

to our initial Business Combination.

Moreover, we may need to obtain additional financing either to complete our initial Business Combination

or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination.

In addition, we intend to

target businesses

larger than we could

acquire with the net proceeds of the IPO and the sale of the Private Placement Units, and may as a result be required to seek additional

financing to complete such proposed initial Business Combination.

Subject to compliance with applicable securities laws, we would only

complete such financing simultaneously with the completion of our initial Business Combination.

If we are unable to complete our initial

Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the

March 31, 2023, we entered into the TruGolf Merger Agreement with Merger Sub, the Purchaser Representative, TruGolf and the Seller Representative.

Pursuant to the TruGolf Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the TruGolf

Business Combination, Merger Sub will merge with and into TruGolf in the Merger, with TruGolf continuing as the surviving corporation

in the Merger and a wholly-owned subsidiary of the Company.

In the Merger, (i) all shares of TruGolf common stock (together, “TruGolf

Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration

(as defined in the TruGolf Merger Agreement );

(ii) all convertible securities of TruGolf, if not exercised or converted prior to the

Effective Time, shall be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into

shares of TruGolf Stock.

At the Closing, the combined public company will be renamed “TruGolf, Inc.”

a full description of the TruGolf Merger Agreement and the proposed TruGolf Business Combination, please see “Item 1.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

activities and those necessary to prepare for the IPO.

Following the IPO, we have not and do not expect to generate any operating revenues

until after completion of our initial business combination.

We generated non-operating income in the form of interest income on cash

and cash equivalents after the IPO in amount of $1,824,459 for the year ended March 31, 2023.

There has been no significant change in

our financial or trading position and no material adverse change has occurred since the date of our audited financial statements contained

elsewhere in this Report.

After the IPO, we incurred and expect to continue to incur increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective

business combination candidates.

Our expenses have increased substantially after the closing of the IPO.

the year ended March 31, 2023, we had a net loss of $400,232, which consists of $2,167,122 of operating and formation costs, offset by

the unrealized gain on our marketable securities held in the trust account of $1,824,459.

the year ended March 31, 2022, we had a net loss of $414,045, which consists of $409,912 of operating and formation costs and unrealized

loss on our marketable securities held in the trust account of $4,133.

That May Adversely Affect our Results of Operations

results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could

cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted

by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in

interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic,

including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine.

at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they

may negatively impact our business and our ability to complete an initial business combination.

and Capital Resources

had cash of $595,536 on our balance sheet, including $554,873 distributed from the trust account for the tax payments as of March 31,

2023, and cash of $877,099 as of March 31, 2022.

As of March 31, 2023 and 2022, we had total current liabilities of $2,795,069 and $536,712,

respectively, and total current assets of $9,776,747 and $128,953,272, respectively.

As of March 31, 2023, we had working capital deficit

of $2,179,125, a decrease of working capital of $2,834,818 as compared to March 31, 2022, primarily as a result of a decrease in cash

and prepaid expenses and an increase in total current liabilities.

significant increase in accrued expenses as of March 31, 2023 was in connection with the due diligence on Chijet.

In addition, on October

15, 2022, we issued the First Sponsor Affiliate Notes in an aggregate principal amount of $1,265,000 to two affiliates of the sponsor

in connection with the First Extension.

Due to the stockholders’ redemption in December 2022 in connection with the 2022 Special

Meeting, cash and marketable securities held in trust account decreased to $9,160,803 as of March 31, 2023 compared to $127,760,867 as

of March 31, 2022, after $121,034,650 (approximately $10.24 per share) was removed from the trust account to pay such redeeming holders.

In connection with the Second Extension, under the Second Sponsor Affiliate Note, an additional $100,000 was deposited in the aggregate

into the trust Account as of March 31, 2023 and a further $100,000 has been deposited subsequently.

expect to continue to incur significant costs in the pursuit of a business combination.

We cannot assure you that our plans to complete

the business combination will be successful.

the year ended March 31, 2023, cash used in operating activities amounted to $1,036,436, mainly due to the net loss of $400,232, the

unrealized income earned on investment held in the trust account in amount of $1,824,459, and the decrease in accrued expenses to related

parties by $15,000, offset by the decrease in prepaid expenses by $294,898 and the increase in accrued expenses and taxes payable by

$850,788 and $57,569, respectively.

Comparatively, cash of $697,868 used in operating activities during the year ended March 31, 2022

was due to the net loss of $414,045, plus the increase in prepaid expenses by $277,806 and the decrease in accrued expenses to related

parties by $25,000, offset by the increase in accrued expenses by $14,850.

flow of $120,424,523 provided by investing activities during the year ended March 31, 2023 was due to the distribution from the trust

account in amount of $754,873 for taxes payments, offset by the investment of $1,365,000 in the trust account, of which $1,265,000 was

to extend the Initial Combination Period in the First Extension pursuant to the First Sponsor Affiliate Notes and $100,000 was a partial

payment pursuant to the Second Sponsor Affiliate Note in connection with the Second Extension (under which a monthly payment of $50,000

should be deposited into the trust account after January 29, 2023).

In addition, subsequent to and in connection with the 2022 Special

Meeting, stockholders holding 11,819,790 public shares exercised their right to redeem such shares for a pro rata portion of the funds

in the trust account.

As a result, $121,034,650 (approximately $10.24 per share) was released from the trust account to pay such holders.

Cash flow of $127,765,000 used in investing activities during the year ended March 31, 2022 was due to the investment of cash in the

trust account.

In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

Related Party Transactions

In March 2021, our

initial stockholders purchased 2,875,000 Founder Shares for an aggregate purchase price of $50,000, or approximately $0.017 per share.

The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding

shares upon completion of the IPO (not including the shares of Class A common stock underlying the Private Placement Units or the

representative shares).

The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to

the company by the aggregate number of Founder Shares issued.

In October 2021, we effected a 0.1 for 1 stock dividend for each share of

Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 3,162,500 Founder Shares.

We pay Weixuan Luo,

our Chief Financial Officer, monthly fees of $5,000 for her services commencing on August 1, 2020.

Upon completion of our initial Business

Combination or our liquidation, we will cease paying these monthly fees.

We will also issue to our officers and directors an aggregate

of 300,000 post Business Combination shares within 10 days following the Business Combination with the same lock-up restrictions as the

Founder Shares and same registration rights as our Founder Shares.

Our Sponsor, officers

and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates

and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the consummation

of the IPO, our Sponsor agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO.

These loans are non-interest

bearing, unsecured and are due upon completion of our initial Business Combination.

31, 2022 and 2021, we had a loan payable to our Sponsor in amount of $500,000.

In addition, in order

to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or

certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business

Combination, we would repay such loaned amounts.

In the event that our initial Business Combination does not close, we may use a portion

of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used

for such repayment.

Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price

of $10.00 per unit (which, for example, would result in the holders being issued 165,000 shares of Class A common stock if $1,500,000

of notes were so converted since the 150,000 rights included in such units would result in the issuance of 15,000 shares upon the closing

of our Business Combination), at the option of the lender.

flow of $119,669,650 used in financing activities during the year ended March 31, 2023 was due to the proceeds from related parties’

loans totaled $1,365,000 as discussed above, offset by the cash of $121,034,650 removed from the trust account to pay the redeeming shareholders

in December 2022.

Cash flow of $128,839,900 from financing activities during the year ended March 31, 2022 was due primary to the proceeds

from the sale of Units at the closing of the IPO in amount of $126,500,000, net of underwriting discounts of $2,530,000, the proceeds

from the sale of Private Placement Units in amount of $5,195,000, offset by the payment to the offering costs of $325,000 and the repayment

of $100 to due to related party.

of March 31, 2023, we had cash and marketable securities held in the trust account of $9,160,803, after the $121,034,650 (approximately

$10.24 per share) was removed from the trust account to pay the redeeming holders in connection with the 2022 Special Meeting, substantially

all of which has been invested in U.S.

treasury bills with a maturity of 180 days or less.

Interest income earned on the balance in the

trust account may be available to us to pay taxes.

We intend to use substantially all of the funds held in the trust account, including

any amounts representing interest earned on the trust account to complete our initial business combination.

In December 2022, we withdrew

interest of $754,873 to pay franchise and income taxes.

We estimate our annual franchise tax obligations, based on the number of shares

of our common stock authorized and outstanding after the completion of the IPO, to be $200,000, which is the maximum amount of annual

franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from the IPO held outside of the trust

account or from interest earned on the funds held in our trust account and released to us for this purpose.

Our annual income tax obligations

depend on the amount of interest and other income earned on the amounts held in trust account.

The interest earned on the amount in the

trust account has been and we expect it will continue to be sufficient to pay our income taxes.

To the extent that our capital stock

or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the

trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies.

of March 31, 2023, we had available cash of $595,536, including $554,873 distributed from the trust account for the tax payments.

have used and will continue to use these funds to identify and evaluate target businesses, perform business due diligence on prospective

target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives

or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete

an initial business combination.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital

Loans as may be required.

If we complete our initial business combination, we would repay any Working Capital Loans.

In the event that

our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay

any such Working Capital Loans but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such Working

Capital Loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result

in the holders being issued 165,000 shares of Class A common stock if $1,500,000 of notes were so converted since the 150,000 rights

included in such units would result in the issuance of 15,000 shares upon the closing of our business combination), at the option of

Such units would be identical to the private placement units.

such working capital loans by our Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written

agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our

Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek

access to funds in our Trust Account.

Pursuant to a registration

rights agreement we will enter into with our initial stockholders, our Sponsor and I-Bankers on or prior to the closing of the IPO, we

may be required to register certain securities for sale under the Securities Act.

These holders, and holders of units issued upon conversion

of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain

of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant

to Rule 415 under the Securities Act.

In addition, these holders have the right to include their securities in other registration

statements filed by us.

We will bear the costs and expenses of filing any such registration statements.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2022.

We do not participate in transactions that

create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our Chief Financial

Officer monthly fee of $5,000 for accounting, administrative and support services.

We will continue to incur these fees monthly until

the earlier of the completion of the business combination and our liquidation.

The underwriters are entitled

to a deferred fee of $0.35 per unit, or $4,427,500 in the aggregate.

The deferred fee will become payable to the underwriters from the

amounts held in the trust account solely in the event that the Company completes a business combination, subject to the terms of the underwriting

Critical Accounting Policies

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially

differ from those estimates.

We have identified the following critical accounting policies:

Common Stock Subject to

Possible Redemption

account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are classified as a liability

instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our

control) are classified as temporary equity.

At all other times, common stock are classified as shareholders’ equity.

stock feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

Accordingly, common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the

shareholders’ equity section of our balance sheet.

recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the

redemption value at the end of each reporting period.

Immediately upon the closing of the IPO, we recognized the remeasurement from initial

book value to redemption value.

The change in the carrying value of redeemable common stock resulted in charges against additional paid-in

capital and accumulated deficit.

Recent Accounting Standards

In August 2020, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require

separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception

guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional

disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted

beginning on January 1, 2021.

We adopted ASU 2020-06 effective January 1, 2021.

The adoption of ASU 2020-06 did not have an impact on our financial statements.

Factors That May Adversely Affect Our Results

of Operations

Our results of operations and our ability to complete an initial business

combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets,

many of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial markets or in

economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence

and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical

instability, such as the military conflict in the Ukraine.

We cannot at this time fully predict the likelihood of one or more of the above

events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial

business combination.

On April 5, 2012, the

JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying

public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new

or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements

may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are

in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we

may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report

on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure

that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply

with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of independent

registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and

analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period

of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

The terms of such Working Capital Loans by our sponsor or its

affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties

will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for conducting the

due diligence related to a proposed business combination and operating our business during this process.

However, if our estimates of

the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination, including

the proposed business combination, are less than the actual amount necessary to do so, or we are unable to complete the proposed business

combination, we may have insufficient funds available to operate our business prior to our initial business combination.

may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem

a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

In addition, have targeted and if the TruGolf Business Combination

is not consummated, we will continue to target businesses larger than we could acquire with the net proceeds of the IPO and the sale

of the private placement units, and may as a result be required to seek additional financing to complete such proposed initial business

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion

of our initial business combination.

If we are unable to complete our initial Business Combination because we do not have sufficient

funds available to us, we will be forced to cease operations and liquidate the trust account.

In addition, following our initial business

combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

of March 31, 2023 and March 31, 2022, we had loans payable to the sponsor and its affiliates in the amount of $1,865,000 and $500,000,

respectively, as discussed below:

to the consummation of the IPO, our sponsor agreed to loan us $500,000 to be used for a portion of the expenses of the IPO.

Note is non-interest bearing, unsecured and due upon completion of our initial business combination.

Under no circumstances shall any

individual, including but not limited to any officer, director, employee or stockholder, be obligated personally for any obligations

or liabilities of the Sponsor Note.

October 15, 2022, we issued the First Sponsor Affiliate Notes to two affiliates of the sponsor in connection with the First Extension,

from October 29, 2022 to January 29, 2023.

The First Sponsor Affiliate Notes bear no interest and are repayable in full upon the earlier

of (a) the date of the consummation of the initial business combination, or (b) the date of our liquidation.

October 19, 2022, an aggregate of $1,265,000 from the First Sponsor Affiliate Notes was deposited into the trust account, which amount

will be included in the pro rata amount distributed to (i) holders of public shares upon our liquidation or (ii) holders of public shares

who elect to have their shares redeemed in connection with the consummation of the initial business combination.

February 9, 2023, we issued the Second Sponsor Affiliate Note to an affiliate of the sponsor, in connection with the Second Extension,

from January 29, 2023 to July 29, 2023, pursuant to which a monthly payment of $50,000 is to be deposited into the trust account after

January 29, 2023.

The Second Sponsor Affiliate Note bears no interest and is repayable in full upon the earlier of (a) the date of the

consummation of the initial business combination, or (b) the date of our liquidation.

Accordingly, an aggregate of $100,000 had been

deposited into the trust account as of March 31, 2023 and an additional $100,000 has been deposited subsequently.

Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after

the completion of its initial business combination.

In addition, the Company expects to have negative cash flows from operations as it

pursues an initial business combination target.

In connection with the Company’s assessment of going concern considerations in

accordance with FASB ASU Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”

the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a business combination.

Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors,

or third parties.

The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above),

loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s

working capital needs.

Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier

of consummation of a Business combination or the deadline to complete a business combination pursuant to the Company’s amended

and restated certificate of incorporation (unless otherwise amended by stockholders).

the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part

of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately

be available.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the consummation

of a business combination or for a period of time within one year after the date that these financial statements are issued.

no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a business

combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

is customary for a special purpose acquisition company, if the Company is not able to consummate a business combination during the Combination

Period, it will cease all operations and redeem the Public Shares.

Management plans to continue its efforts to consummate a business

combination during the Combination Period.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2023.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay our Chief Financial Officer monthly fee of $5,000 for accounting, administrative and support services.

We will continue to incur

these fees monthly until the earlier of the completion of the business combination and our liquidation.

underwriters of the initial public offering are entitled to a deferred fee of $0.35 per unit, or $4,427,500 in the aggregate.

fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business

combination, subject to the terms of the underwriting agreement.

Accounting Policies

preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

not identified any critical accounting policies .

Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on our condensed financial statements.

and Qualitative Disclosures about Market Risk.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this Item.

Statements and Supplementary Data.

is made to pages F-1 through F-17 comprising a portion of this Report, which are incorporated herein by reference.

in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis