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Item 9A. Controls and Procedures

2023-05-31 compared with 2022-06-24 · 1325 added, 1541 removed, 270 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES.

Disclosure controls and procedures

We maintain “disclosure controls and procedures,”

as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Exchange Act.

Disclosure controls and procedures include

controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer

and principal financial officer, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation

of the Company’s principal executive officer and principal financial officer, evaluated the Company’s disclosure controls

and procedures as of the end of the period covered by this annual report on Form 10-K.

Based on this evaluation, the Company’s principal

executive officer and principal financial officer concluded that as of March 31, 2022, the Company’s disclosure controls and procedures

were effective.

Internal control over financial reporting

Management’s annual report on internal

control over financial reporting

The Company’s management, including the Company’s

principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control

over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

The Company’s management, with the participation

of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s

internal control over financial reporting as of March 31, 2022.

The Company’s management’s evaluation of the Company’s

internal control over financial reporting was based on the 2013 framework in Internal Control-Integrated Framework, issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, the Company’s management concluded that as of

March 31, 2022, the Company’s internal control over financial reporting was effective.

This Annual Report on Form 10-K does not include an

attestation report of the Company’s independent registered public accounting firm pursuant to the rules of the SEC for emerging

growth companies.

Limitations on Effectiveness of Controls

The Company’s principal executive officer and

principal financial officer do not expect that the Company’s disclosure controls or the Company’s internal control over financial

reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact

that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within the Company’s company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additional controls can be circumvented

by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any

system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate

because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent

limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls

over Financial Reporting

There was no change in the Company’s internal

control over financial reporting that occurred during the year ended March 31, 2022 that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Board of Directors and Executive Officers

The following table sets forth the names, positions

and ages of the Company’s current directors and executive officers.

Position/Title

Chief Executive Officer and Chairman of the Board

Chief Financial Officer

HongLiang Ren

Biographical information concerning the directors

and executive officers listed above is set forth below:

Polanen , our Chief

Executive Officer and Chairman of the Board since September 2020, is the Chief Executive Officer and managing member of NeoVista

Ventures LLC, a healthcare focused holding company.

and Procedures.

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar

functions, as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the

effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective

as of the end of the period covered by this Report, due to the inadequate segregation of duties within our account processes since we

had limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping.

light of this material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements

to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making

greater use of third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation

plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance

that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Annual Report on Internal Controls over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting as of March 31, 2023.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, management determined that our disclosure controls and procedures were

not effective as of the end of the period covered by this Report.

has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our

review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to

accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and

consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to

our status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

than as discussed above, there have been no changes to our internal control over financial reporting during the fiscal year ended March

31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Regarding Foreign Jurisdictions that Prevent Inspections.

Executive Officers and Corporate Governance.

and Executive Officers

of the date of this Report, our directors and officers are as follows:

Executive Officer and Chairman of the Board

Financial Officer

experience of our directors and executive officers is as follows:

Polanen , our Chief Executive Officer and Chairman of the Board since September 2020, is the Chief Executive Officer and managing

member of NeoVista Ventures LLC, a healthcare focused holding company.

Polanen was the director of Heritage Commerce Corp (Nasdaq:

HTBK), a bank

holding company offering a wide array of business and personal banking services, from 1994 to April 2016.

HTBK), a bank holding company offering a wide array of business and personal banking services, from 1994 to April 2016.

Since 1999, Mr.

has been actively involved as an investor and director in various venture capital backed companies in the technology industry, and

has served as a director of various private equity funds.

He was the Managing Director of Internet Venture Partners BV, an

investment firm, from 2000 to 2004.

Prior to joining Internet Ventures, he served in various executive positions with Sun

Microsystems and Tandem Computers.

Polanen has been actively involved as an investor and director in various venture capital backed companies in the technology industry,

and has served as a director of various private equity funds.

He was the Managing Director of Internet Venture Partners BV, an investment

firm, from 2000 to 2004.

Prior to joining Internet Ventures, he served in various executive positions with Sun Microsystems and Tandem

Polanen was a director (and former Chairman of the Board) of St.

Bernard Software, a publicly

traded Internet security company.

Polanen has been a director of TechFlow Inc., an information technology service company, since

Polanen practiced corporate law for over ten years at the beginning of his career.

He has a Bachelor of Arts degree

from Hamilton College and a Juris Doctor degree from Harvard University.

Polanen is well qualified to serve as a director due to

his experience as an executive, investor, director and business manager with advanced technology companies and private equity

Weixuan Luo , our Chief Financial Officer

since inception, is a founding partner of L&L CPAS, PA, a PCAOB registered public accounting firm since October 2013.

been serving as the President of American Aeolian Travel Inc., a travel agency, since May 2012.

She has been a Senior Manager at Greentree

Financial Group Inc.

Bernard Software, a publicly traded Internet security

Polanen has been a director of TechFlow Inc., an information technology service company, since June 2016.

Polanen practiced

corporate law for over ten years at the beginning of his career.

He has a Bachelor of Arts degree from Hamilton College and a Juris Doctor

degree from Harvard University.

Polanen is well qualified to serve as a director due to his experience as an executive, investor,

director and business manager with advanced technology companies and private equity firms.

Luo , our Chief Financial Officer since inception, is a founding partner of L&L CPAS, PA, an accounting firm since October

She has also been serving as the President of American Aeolian Travel Inc., a travel agency, since May 2012.

She has been a

Senior Manager and Controller at Greentree Financial Group Inc.

providing financial advisory services to public companies since May

From July 2018 to June 2020, Ms.

a founder and Chief Financial Officer of Proficient Alpha Acquisition Corp.

PAAC), a special purpose acquisition company, which

completed its initial business combination in June 2020.

Luo has worked with publicly traded companies for over a decade in a broad

array of services, including audits, tax preparation, risk assessment, financial analysis and financial statements preparation.

is Certified Public Accountant in North Carolina and Florida and a member of American Institute of CPAs.

Luo received her Master’s

degree in Economics and Finance from the University of North Carolina.

Razmi, MD , our director since

December 2020, is the founder and Chief Executive Officer of Kinders, a medical AI advisory and technology company with focus on applications

of AI in life sciences and healthcare delivery systems, which was founded in September 2016.

Luo was a founder and Chief Financial Officer of Proficient Alpha Acquisition Corp.

PAAC), a special purpose acquisition company, which completed its initial business combination in June 2020.

Luo has worked with

publicly traded companies for over a decade in a broad array of services, including audits, tax preparation, risk assessment,

financial analysis and financial statements preparation.

Luo is Certified Public Accountant in Florida and a

member of American Institute of CPAs.

Luo received her Master’s degree in Economics and Finance from the University of

North Carolina.

Razmi, MD , our director since December 2020, is the founder and Chief Executive Officer of Kinders, a medical AI advisory and

technology company with focus on applications of AI in life sciences and healthcare delivery systems, which was founded in September

Prior to that, Dr.

Razmi was the founder

and Chief Executive Officer of Acupera,

Inc., a software platform to enable population

Razmi was the founder and Chief Executive Officer of Acupera, Inc., a software platform to enable population

health management at scale and intelligent automation of clinical workflows, from 2011 to 2016.

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was a cardiologist at the Care Group, LLC from September 2003 to December 2006.

He completed his medical training at the Mayo Clinic and

in biology from Southern Methodist University, a Doctor of Medicine from University of Texas Health Science Center and an

MBA from Northwestern University’s Kellogg School of Management.

Razmi is well qualified to serve as a director due to his extensive

clinical, business, and technical expertise to addressing key issues facing healthcare organizations.

He completed his medical training at the Mayo Clinic

and holds a B.S.

in biology from Southern Methodist University, a Doctor of Medicine from University of Texas Health Science Center and

an MBA from Northwestern University’s Kellogg School of Management.

Razmi is well qualified to serve as a director due to his

extensive clinical, business, and technical expertise to addressing key issues facing healthcare organizations.

Spires , our director since June 2021, is an emergency medicine physician at The Cleveland Clinic in Florida.

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in the medical field.

HongLiang Ren , our director since March

2021, is the founder and Chief Executive Officer of Orient Excellent Asset Management Co., Ltd., an asset management company which was

founded in December 2017.

Ren , our director since March 2021, is the founder and Chief Executive Officer of Orient Excellent Asset Management Co., Ltd., an

asset management company which was founded in December 2017.

Prior to that, he was the U.S.

Chief Executive Officer and Overseas Smart Terminal President of Le.com, an internet

information and technology company, from July 2016 to July 2017.

From August 2004 to April 2016, he served as Regional President at Huawei

Consumer Business Group and was responsible for smartphones and other consumer products.

He was the General Manager of ODM Department

at Shenzhen Interchange Data Technology Co., Ltd., an internet technology company in China from September 2003 to July 2004.

as the General Manager of Nanjing Branch of Konka Telecommunication Technology Co., Ltd., a manufacturer of electronics products in China,

from July 2001 to August 2003.

Ren is the chairman of the board of directors of FeiDi Technology (Shenzhen) Co., Ltd., a ride-sharing

He received his Bachelor’s degree in business administration from Nanjing University.

Ren is well qualified to serve

as a director due to his extensive expertise in technology research.

Fong , our director since December

2020, is a founding Managing Director and General Partner at Biomark Capital Fund, a life sciences private equity firm formed in 2013

(“Biomark Capital”).

Fong is the co-founder and interim Chief Executive Officer of i2Dx, a Biomark Capital portfolio company,

that has developed a proprietary AI/Machine Learning target discovery/validation platform using real world outcomes in Alzheimer’s

Disease to identify novel targets based on human genetics.

Prior to Biomark Capital, Mr.

Fong was a Managing Director and General Partner

of Burrill & Company, where he spent almost 16 years investing in and managing investments in private and public companies in the

biotechnology industry.

Fong currently serves on the Boards of Directors of a number of life science companies, including ADMA Biologics,

ADMA), Eden Biologics and i2Dx.

Fong earned his Bachelor’s degree with honors in Molecular and Cell Biology-Biochemistry

from the University of California, Berkeley.

Fong is well qualified to serve as a director due to his extensive experience in the

biotechnology industry.

Hamer , our director since August

2020, has been the Executive Vice President, CIO and CTO of Orgill, Inc., a hardlines distributor.

From 2016 to 2019, Mr.

Hamer was the

Corporate VP, Customer Experience, CIO and CDO of Sealed Air Corporation, a packaging company.

Prior to that, Mr.

Hamer was the Global

Chief Information Officer at Babcock & Wilcox, a provider of energy and environmental technologies and services for power, renewable

and industrial markets, from 2013 to 2016.

From 2007 to 2013, Mr.

Hamer was Vice President of Thermo Fisher Scientific Inc.

a biotechnology company.

Hamer sits on Advisory boards for the Global CIO Executive Summit, PTC, Insight Venture Management, FireMon

He is also a member of the CNBC Technology Executive Council.

Hamer earned his Bachelor’s degree in management

information system from Pennsylvania State University and his Master’s degree in business administration specializing in finance

from the University of Phoenix.

Hamer is well qualified to serve as a director due to his extensive technology and digital experience.

Wanlei Miao , our director since June

2021, has been a partner at SAIFAMC, a subsidiary of SAIF Partners, a private equity firm, since August 2016.

Chief Executive Officer and Overseas Smart

Terminal President of Le.com, an internet information and technology company, from July 2016 to July 2017.

From August 2004 to April

2016, he served as Regional President at Huawei Consumer Business Group and was responsible for smartphones and other consumer products.

He was the General Manager of ODM Department at Shenzhen Interchange Data Technology Co., Ltd., an internet technology company in China

from September 2003 to July 2004.

He served as the General Manager of Nanjing Branch of Konka Telecommunication Technology Co., Ltd.,

a manufacturer of electronics products in China, from July 2001 to August 2003.

Ren is the chairman of the board of directors of

FeiDi Technology (Shenzhen) Co., Ltd., a ride-sharing platform.

He received his Bachelor’s degree in business administration from

Nanjing University.

Ren is well qualified to serve as a director due to his extensive expertise in technology research.

Miao , our director since June 2021, has been a partner at SAIFAMC, a subsidiary of SAIF Partners, a private equity firm, since August

Prior to that, Mr.

was the general manager and head of the Beijing branch of Bank of Huaxing from January 2016 to August 2016.

From December 2014 to January

Miao was the general manager and head of the Beijing branch of Bank of Huaxing from January 2016 to August 2016.

From December 2014 to January 2016, Mr.

Miao was the general manager at the financial market department of Lion Asset Management Company.

Miao received his Bachelor’s

degree in International

Business Management from University of Westminster

and his Master’s degree in Msc-Marketing Management from University of Surrey.

Miao is well qualified to serve as a director

due to his extensive experience in capital investment.

Involvement in Certain Legal Proceedings

Except as described below, to the best of our

knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

In August 2017, Ms.

Weixuan Luo was disciplined

and fined by the PCAOB due to a violation of Auditing Standard #7 under PCAOB Release No.

105-2017-034, for not observing the two year

cooling off period and serving as the engagement review partner before the period had run on two audit engagements.

As a result, she agreed

to implement several remedial measures.

The disciplinary action did not require any amendment to the completed audits or question the

quality of the audit work completed.

She was fined by the North Carolina Board of Accountancy in connection with the PCAOB order.

in connection with the PCAOB order, she was found in violation of section 5100(1) of the California Accountancy Act by the California

Board of Accountancy (the “CBA”) and referred to the California Attorney General’s Office for review and the Florida

Department of Business and Professional Regulation filed an administrative complaint against her before the Florida Board of Accountancy

Miao received his Bachelor’s degree in International Business Management from University of Westminster and his Master’s

degree in Msc-Marketing Management from University of Surrey.

Miao is well qualified to serve as a director due to his extensive

experience in capital investment.

Chiang , our director since October 2022, has been serving as a member of the boards of directors of Apollo Medical Holdings,

AMEH) since January 2019 and Boom Interactive since May 2023.

In addition, he has been serving on the corporate

advisory boards of Pasadena Private Lending, LLC since February 2019, and Adept Urban since January 2021.

He served on the corporate

advisory board of Calyx Peak Companies from February 2019 to December 2022.

Chiang also served as a fellow at the University of

Southern California Center for the Political Future during the Fall of 2020.

From December 2020 to March 2022, he served on the

advisory board of Faraday Future Intelligent Electric Inc (Nasdaq:

From January 2019 to March 2021, he served on the board of

directors of Zeuss Technologies, Inc.

From January 2015 to January 2019, Mr.

Chiang served as the California State Treasurer, where

he oversaw transactions and managed investment portfolio.

Prior to that, Mr.

Chiang served as California State Controller from

January 2007 to January 2015.

Chiang graduated with honors with a Bachelor of Arts in finance from the University of South

Florida and received his J.D.

from Georgetown University Law Center.

Chiang is well qualified to serve as a director due to his

expertise and wide-ranging experience as a statewide elected official.

As a former State of California Controller and Treasurer, Mr.

Chiang has a unique background that will strengthen our board.

in Certain Legal Proceedings

as described below, to the best of our knowledge, none of our directors or executive officers has, during the past ten years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business

association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years

prior to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction

or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in

any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be

associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to

have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged

violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,

civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons

associated with a member.

August 2017, Ms.

Weixuan Luo was disciplined and fined by the PCAOB due to a violation of Auditing Standard #7 under PCAOB Release No.

105-2017-034, for not observing the two year cooling off period and serving as the engagement review partner before the period had run

on two audit engagements.

As a result, she agreed to implement several remedial measures.

The disciplinary action did not require any

amendment to the completed audits or question the quality of the audit work completed.

She was fined by the North Carolina Board of Accountancy

in connection with the PCAOB order.

Also, in connection with the PCAOB order, she was found in violation of section 5100(1) of the California

Accountancy Act by the California Board of Accountancy (the “CBA”) and referred to the California Attorney General’s

Office for review and the Florida Department of Business and Professional Regulation filed an administrative complaint against her before

the Florida Board of Accountancy (the “FBA”).

On August 2, 2019, Ms.

Luo’s firm, L&L CPAs PA, was censured and fined $5,000.00 by the CBA and ordered

to pay the legal cost of $8,712.50 to the CBA.

On December 13, 2019, the FBA accepted a settlement with Ms.

Luo’s firm, L&L CPAs PA, was censured and

fined $5,000.00 by the CBA and ordered to pay the legal cost of $8,712.50 to the CBA.

On December 13, 2019, the FBA accepted a settlement

Luo, pursuant to which Ms.

Luo’s license was reprimanded, and Ms.

Luo was fined $1,000.00 by the FBA and ordered to pay the legal cost of $70.48 to the FBA.

On August 4, 2016, Capital Advisors LLC, a consulting

firm, sued Ms.

Weixuan Luo and 14 other defendants – including CAM Group Inc., of which Ms.

Luo was previously its Chief Financial

Officer, in Nevada State Court alleging breach of fiduciary duty and conspiracy claims arising from purportedly wrongful loans purportedly

made by CAM Group, Inc.

Luo was fined $1,000.00 by the FBA and ordered to pay

the legal cost of $70.48 to the FBA.

August 4, 2016, Capital Advisors LLC, a consulting firm, sued Ms.

Weixuan Luo and 14 other defendants – including CAM Group Inc.,

Luo was previously its Chief Financial Officer, in Nevada State Court alleging breach of fiduciary duty and conspiracy claims

arising from purportedly wrongful loans purportedly made by CAM Group, Inc.

both during and after her tenure as Chief Financial Officer.

On April 26, 2022, the Court granted Ms.

as a matter of law and dismissed all claims against her.

Number and Terms of Office of Officers and

We have seven directors.

Our board of directors

are divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed

prior to our first annual meeting of stockholders) serving a two-year term.

In accordance with Nasdaq corporate governance requirements,

we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

of office of the first class of directors, consisting of Tina Spires, Bryant E.

Luo judgment as a matter of law and dismissed all claims against her.

and Terms of Office of Officers and Directors

have six directors.

Our board of directors is divided into two classes with only one class of directors being elected in each year and

each class serving a two-year term.

In accordance with Nasdaq corporate governance requirements, we were not required to hold an annual

meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors,

consisting of Tina Spires, HongLiang Ren and John Chiang, expired at the 2022 Special Meeting, which was held in lieu of our first annual

meeting of stockholders.

Each of Tina Spires, Bryant E.

Fong, HongLiang Ren and Marc A.

Hamer will expire at our

first annual meeting of stockholders.

The term of office of the second class of directors, consisting of Humphrey P.

Hamer was re-elected as directors at the 2022

Special Meeting, with a term expiring at the third annual meeting of stockholders.

The term of office of the second class of directors,

consisting of Humphrey P.

Polanen, Ronald M.

Razmi and Wanlei Miao, will expire at the second

annual meeting of stockholders.

Our amended and restated certificate of incorporation provides that our board of directors may be removed

with cause by the affirmative vote of the holders of a majority of the voting power of all of our outstanding stock.

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized

to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of

a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant

Secretaries and such other offices as may be determined by the board of directors.

Nasdaq listing standards require that a majority

of our board of directors be independent.

An “independent director” is defined generally as a person other than an officer

or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s

board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of

Our board of directors has determined that Tina Spires, Bryant E.

Fong, HongLiang Ren, Marc A.

Hamer and Wanlei Miao are “independent

directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

Officer and Director Compensation

Other than as disclosed herein, none of

our officers and directors has received any cash compensation for services rendered to us.

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 and

registration rights as the founder shares.

Other than the foregoing, no

compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a

loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in

connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of

the type of transaction that it is).

However, these individuals 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.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or

directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held

outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect to have any additional

controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses

incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation

materials furnished to our stockholders in connection with a proposed initial business combination.

We have not established any limit

on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount

of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined,

or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors

or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial business combination, although

it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with

us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors will have two standing

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3

of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules

require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the

board of directors.

Hamer and Wanlei Miao serve as members of our audit committee, and Bryant E.

Fong chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all

of whom must be independent.

Each of Bryant E.

Fong, Marc A.

Hamer and Wanlei Miao meets the independent director standard under Nasdaq

listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially

literate and our board of directors has determined that Mr.

Fong qualifies as an “audit committee financial expert” as defined

in applicable SEC rules.

We have adopted an audit committee charter,

which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee

Razmi and Wanlei Miao, will expire at the second annual meeting of stockholders.

and restated certificate of incorporation provides that our board of directors may be removed with cause by the affirmative vote of the

holders of a majority of the voting power of all of our outstanding stock.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,

Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

of the Board of Directors

HongLiang Ren and Marc A.

Hamer serve as members of our compensation committee.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

HongLiang Ren and Marc A.

Hamer are independent, and Marc A.

Hamer chairs the compensation committee.

We have adopted a compensation committee charter,

which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers’ compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

No compensation of any kind, including finders,

consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates,

prior to, or for any services they render in order to effectuate the consummation of an initial business combination, except that we pay

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

Accordingly, it is likely

that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review

and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will

be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving

advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence

of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee

though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance

with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the

board of directors.

The board of directors believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are

Tina Spires, Bryant E.

Fong, HongLiang Ren, Marc A.

Hamer and Wanlei Miao.

In accordance with Rule 5605 of the Nasdaq rules, all

such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director

candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election

at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate

a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our

business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider

Participation

None of our officers currently serves, or in

the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of

Code of Ethics

We have adopted a Code of ethics applicable to our directors, officers

and employees.

A copy of our Code of ethics and our audit and compensation committee charters have been filed as exhibits to the registration

statement filed in connection with our IPO.

You will be able to review these documents by accessing our public filings at the SEC’s

at www.sec.gov .

In addition, a copy of the Code of ethics will be provided without charge upon request

Requests for copies of our code of ethics should be sent in writing to 595 Madison Avenue, 12 th Floor, New York, NV

We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

Conflicts of Interest

Members of our management team do not have any

obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such

member solely in his or her capacity as a director or officer of the company.

Our amended and restated certificate of incorporation provides

that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer

that opportunity to us without violating another legal obligation.

Potential investors should also be aware of

the following other potential conflicts of interest:

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares, any private placement shares and any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares or private placement shares held by them if we fail to consummate our initial business combination within 12 months (or 18 if extended).

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement rights (and the underlying securities) will expire worthless.

Subject to certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell 50% of their founder shares until the earlier of (i) six months after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for stock sub-divisions, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

With certain limited exceptions, the private units will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination.

Since our sponsor will own common stock and rights following the IPO and our officers and directors will be issued shares of common stock following our initial business combination, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

We will 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 and registration rights as the founder shares.

As such, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination.

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 conflicts described above may not be resolved

in our favor.

In general, officers and directors of a corporation

incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business

affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the

above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that we renounce

our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person

solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted

to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that

opportunity to us without violating another legal obligation.

Below is a table

summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Individual (1)(2)

Entity’s Business

NeoVista Ventures LLC

Healthcare Holding Company

Chief Executive Officer and Managing Member

TechFlow Inc.

Information Technology

Conceptual Consulting Inc.

American Aeolian Travel Inc.

Travel Agency

Greentree Financial Group Inc.

Consulting and Financial Advisory Services

Medical Artificial Intelligence Advisory and Development Company

Population Health Management Software Company

Founder/former CEO

Hope Women’s Center

Medical Clinic

The Cleveland Clinic

Education Centre

Medical Director

Spires Cattle

Tina Spires Inc.

Insurance Adjusting

HongLiang Ren

Dong Fang Hui Jia Asset Management Co., Ltd.

Private Equity Investment

FeiDi Technology (Shenzhen) Co., Ltd.

Ride-sharing Technology Company

Chairman of the Board

Biomark Capital Fund

Healthcare Venture Capital

Managing Director and General Partner

Software Company

Co-Founder, Interim Chief Executive Officer, Director

ADMA Biologics, Inc.

Biopharmaceuticals

Eden Biologics, Inc.

Biotechnology

Retail, Distribution & Services

Executive Vice President, CTO and CIO

Asset Management

Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

Each individual listed has a fiduciary duty with respect to each of the listed entities opposite from his name.

Accordingly, if any of the above executive officers, directors or

director nominees becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or

she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We are not prohibited from pursuing an initial

business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial

business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm which is a member of FINRA, or from an independent accounting firm, that such an initial business combination is fair to

our company from a financial point of view.

In the event that we submit our initial business

combination to our public stockholders for a vote, pursuant to the letter agreement, our sponsor, officers and directors and I-Bankers

have agreed to vote any founder shares, private placement shares and representative shares held by them and any public shares purchased

during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination.

Limitation on Liability and Indemnification

of Officers and Directors

Our amended and restated certificate of incorporation

provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists

or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors will not

be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated

their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful

payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as

We will enter into agreements with our officers

and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate

of incorporation.

Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability

arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We will purchase a policy of

directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement

or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders

from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing

the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit

us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement

and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’

and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers

and directors.

Director Compensation

Fiscal 2022 Director Compensation Table

The following table sets forth all compensation paid

to or earned by each of the Company’s directors during the year ended March 31, 2022.

Non-qualified

HongLiang Ren

Compensation Committee Interlocks and Insider

Participation

None of the Company’s executive officers served

as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee,

the entire board of directors) of another entity, one of whose executive officers served as the Company’s director or on the Compensation

Committee, during fiscal 2022.

None of the Company’s executive officers served as a director of another entity, one of whose executive

officers served on the Compensation Committee, during fiscal 2022.

EXECUTIVE COMPENSATION

Executive Compensation

Other than as disclosed below, none of our officers

has received any cash or stock compensation for services rendered to us.

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 and registration rights as the founder shares.

Other than the foregoing, no compensation of

any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid

by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with

any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction

However, these individuals 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.

Our audit committee

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

payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit

committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our

directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial

business combination.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation

materials furnished to our stockholders in connection with a proposed initial business combination.

We have not established any limit

on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount

of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined,

or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors

or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial business combination, although

it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with

us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of June 15, 2022, we had 13,270,700 shares

of Class A common stock and 3,162,500 shares of Class B common stock issued and outstanding.

The following table sets forth the beneficial

ownership of the Company’s common stock as of the date of this Annual Report on Form 10-K for (i) each member of the Company’s

board of directors, (ii) each named executive officer (as defined below), (iii) each person known to us to be the beneficial owner of

more than 5% of the Company’s securities and (iv) the members of the Company’s board of directors and the Company’s

executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC.

Generally, a person has beneficial

ownership of a security if the person possesses sole or shared voting or investment power of that security, including any securities that

a person has the right to acquire beneficial ownership within 60 days.

Information with respect to beneficial owners of more than 5% of

the Company’s securities is based on completed questionnaires and related information provided by such beneficial owners as of the

date of this Annual Report on Form 10-K.

Except as indicated, all shares of the Company’s securities will be owned directly, and

the person or entity listed as the beneficial owner has sole voting and investment power.

The address for each director and executive

officer is c/o Deep Medicine Acquisition Corp., 595 Madison Avenue, 12th Floor, New York, NY 10017.

board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited

exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of

independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent

have established an audit committee of the board of directors.

Wanlei Miao and HongLiang Ren serve as members of our audit committee,

and John Chiang chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least

three members of the audit committee, all of whom must be independent.

Each of Wanlei Miao, HongLiang Ren and John Chiang meets the independent

director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

member of the audit committee is financially literate and our board of directors has determined that Mr.

Chiang qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm

engaged by us;

pre-approving

all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and

establishing pre-approval policies and procedures;

clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited

to, as required by applicable laws and regulations;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent

registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent

internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional

authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken

to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the

independent registered public accounting firm’s independence;

and approving any related party transaction required to be disclosed pursuant to Item 404

of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published

reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting

standards or rules promulgated by the FASB, the SEC or other regulatory authorities.

have established a compensation committee of the board of directors.

HongLiang Ren and John Chiang serve as members of our compensation

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation

committee, all of whom must be independent.

HongLiang Ren and John Chiang are independent, and John Chiang chairs the compensation committee.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers’ compensation,

if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

on an annual basis our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

compensation of any kind, including finders, consulting or other similar fees, has been or will be paid to any of our existing stockholders,

officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation

of an initial business combination, except that we pay Weixuan Luo, our Chief Financial Officer, monthly fees of $5,000 for her services

commencing on August 1, 2020.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation

committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection

with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq rules.

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend

a director nominee for selection by the board of directors.

board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving

director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and

recommendation of director nominees are Tina Spires, HongLiang Ren, Wanlei Miao and John Chiang.

In accordance with Rule 5605 of the

Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee

charter in place.

board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are

seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our stockholders.

have adopted a Code of ethics applicable to our directors, officers and employees.

A copy of our Code of ethics and our audit and compensation

committee charters have been filed as exhibits to the IPO Registration Statement.

You will be able to review these documents by accessing

our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without

charge upon request from us.

Requests for copies of our code of ethics should be sent in writing to 595 Madison Avenue, 12 th

Floor, New York, NY 10017.

We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current

Report on Form 8-K.

Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class

of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and

other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to

furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that during the years ended March 31, 2023 and 2022, all

reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance

with Section 16(a) of the Exchange Act.

except as set forth below:

J Polanen filed one late Form 3.

Compensation.

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 and registration rights as the founder shares.

than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect

of any payment of a loan, has been or will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers,

prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless

of the type of transaction that it is).

However, these individuals are 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.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination are made using funds held outside the trust account.

Other than quarterly

audit committee review of such payments, we have not had and do not expect to have any additional controls in place governing our reimbursement

payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating

an initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting

or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in

the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business

combination, such as the TruGolf Proxy Statement.

We have not established any limit on the amount of such fees that may be paid by the

combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time

of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining

officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors

for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent

directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our common stock as of May 26, 2023 based on information

obtained from the persons named below, with respect to the beneficial ownership of common stock, by:

person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

of our executive officers and directors that beneficially owns our common stock;

our executive officers and directors as a group.

the table below, percentage ownership is based on 4,613,410 shares of our common stock, consisting of (i) 4,613,410 shares of our

Class A common stock and (ii) no shares of our Class B common stock, issued and outstanding as of March 31, 2023.

On all matters to be

voted upon holders of the shares of Class A common stock and shares of Class B common stock vote together as a single class, unless otherwise

required by applicable law.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement

rights as these rights are not exercisable within 60 days of the date of this Report.

Class A Common Stock

Class B Common Stock

Name, Position and Address of Beneficial Owner

of Shares Beneficially Owned

Beneficially Owned

Polanen, Chief Executive Officer and Chairman of the Board (1)

Weixuan Luo, Chief Financial Officer

Razmi, MD, Director (2)

Tina Spires, Director

HongLiang Ren, Director

Fong, Director

Hamer, Director

Wanlei Miao, Director

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned

Approximate Percentage of Class

Number of Shares Beneficially Owned

Approximate Percentage of Class

Percentage of Outstanding Common

Razmi, MD (3)

HongLiang Ren

All directors and executive officers as a group

Five Percent Shareholders:

Bright Vision Sponsor LLC (4)

Lighthouse Investment Partners, LLC (4)

Saba Capital Management, L.P.

Mizuho Financial Group, Inc.

Yakira Capital Management, Inc.

Weiss Asset Management LP (8)

Karpus Management, Inc.

XL Golden Stone Investment LLC (10)

(1) Pursuant to certain redemption agreement between Bright Vision Sponsor LLC (the "Sponsor") and

Polanen and Nicodimos Family Trust (the "Trust"), a member of the Sponsor, shares of Class B common stock of the registrants

were transferred by the Sponsor to the Trust in consideration for the redemption of such membership interest of the Sponsor entitling

the Trust to receive such securities.

Polanen is the trustee.

Feis Parties (5)

Karpus Investment Management (6)

Mizuho Parties (7)

Lighthouse Parties (8)

Less than 1%.

otherwise noted, the business address of each of the following entities or individuals is c/o Deep Medicine Acquisition Corp., 595

Madison Avenue, 12th Floor, New York, NY 10017.

to a certain redemption agreement between the sponsor, and Humphrey P.

Polanen (“Mr.

Polanen”) and the Nicodimos Family

Trust (the “Trust”), a member of the sponsor, shares of Class B common stock were transferred by the sponsor to the Trust

in consideration for the redemption of such membership interest of the sponsor entitling the Trust to receive such securities.

Polanen is the trustee of the Trust.

By virtue of the relationship, Mr.

Polanen may be deemed to

have or share beneficial ownership of the securities held of record by the Trust.

Polanen disclaims any beneficial ownership of the

reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(2) Pursuant to certain redemption agreement between Bright Vision Sponsor LLC (the "Sponsor") and

Razmi, a member of the Sponsor, shares of Class B common stock of the registrants were transferred by the Sponsor to Mr.

in consideration for the redemption of such membership interest of the Sponsor entitling Mr.

Polanen may be deemed to have or share beneficial ownership

of the securities held of record by the Trust.

Polanen disclaims any beneficial ownership of the reported shares other than to

the extent of any pecuniary interest he may have therein, directly or indirectly.

to a certain redemption agreement between the sponsor and Ronald M.

Razmi”), a member of the sponsor, shares

of Class B common stock were transferred by the sponsor to Mr.

Razmi in consideration for the redemption of such membership interest

of the sponsor entitling Mr.

Razmi to receive such securities.

(3) According to the Schedule 13D/A filed with the SEC on April 27, 2022 by Bright Vision Sponsor LLC (“Bright Vision”) and Ke Li.

Li serves as the managing member of Bright Vision.

to the Schedule 13D/A filed with the SEC on April 27, 2022 by (i) the sponsor and (ii) Ke Li (“Mr.

as the managing member of the sponsor.

Li disclaims beneficial ownership of these securities.

The principal business address of each of Bright Vision and Mr.

Li is 595 Madison Avenue, 12th Floor, New York, NY 10017.

According to the Schedule 13G/A filed on February 14, 2022 by Lighthouse Investment Partners, LLC (“Lighthouse”), MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”), LHP Ireland Fund Management Limited (“LHP Ireland”), MAP 501, a sub-trust of LMA Ireland (“MAP 501”) and LMAP 909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”).

Lighthouse serves as the investment manager of MAP 136 and MAP 214.

LHP Ireland serves as the manager to MAP 501 and LMAP 909.

Because Lighthouse and LHP Ireland may be deemed to control MAP 136, MAP 214, MAP 501, and LMAP 909, as applicable, Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Company’s shares of common stock reported herein.

Each of MAP 136 and MAP 214 are segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company.

MAP 501 is a sub-trust of an Ireland umbrella unit trust.

LMAP 909 is a sub-fund of an Irish collective asset-management vehicle.

Lighthouse is a Delaware limited liability company.

LHP Ireland is an Ireland limited company.

The address of the principal business office of Lighthouse, MAP 136, MAP 214, LHP Ireland, MAP 501 and LMAP 909 are 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410 and 32 Molesworth Street, Dublin, D02 Y512, Ireland.

According to the Schedule 13G/A filed with the SEC on February 10, 2021, by Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"), Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"), and Mr.

Weinstein (“Mr.

Saba Capital, Saba GP and Mr.

Weinstein may be deemed to have beneficial ownership of these shares.

The principal business address of Saba Capital, Saba GP and Mr.

Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

According to a Schedule 13G filed with the SEC on February 14, 2022, the shares are owned by Mizuho Financial Group, Inc., Mizuho Bank, Ltd.

and Mizuho Americas LLC, which may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

The business address of Mizuho Financial Group, Inc.

is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan.

According to a Schedule 13G filed with the SEC on February 9, 2022 by Yakira Capital Management, Inc on behalf of Yakira Partners, L.P., Yakira Enhanced Offshore Fund Ltd.

and MAP 136 Segregated Portfolio (together, the “Reporting Entities”), beneficial ownership of these securities may be attributed to the Reporting Entities.

The address of the business office of each of the Reporting Entities is 1555 Post Road East, Suite 202, Westport, CT 06880.

According to a Schedule 13G filed on February 7, 2022, Weiss Asset Management LP (“Weiss Asset Management”) is the sole investment manager to a private investment partnership (the “Partnership”) and private investment funds (“Funds”).

WAM GP LLC (“WAM GP”) is the sole general partner of Weiss Asset Management.

Andrew Weiss is the managing member of WAM GP.

Shares reported for WAM GP, Andrew M.

and Weiss Asset Management include shares beneficially owned by the Partnership and the Funds.

Each of WAM GP, Weiss Asset Management, and Dr.

Weiss disclaims beneficial ownership of the shares reported therein as beneficially owned by each except to the extent of their respective pecuniary interest therein.

Each of the WAM GP, Weiss Asset Management and Dr.

Weiss share voting and dispositive power over the securities reported above, and each share a business address of 222 Berkeley St., 16th Floor, Boston, Massachusetts 02116.

As reported on a Schedule 13G filed January 10, 2022

by Karpus Management, Inc., a New York corporation (“Karpus”).

Karpus holds shared voting and dispositive power over the shares

owned directly by the accounts managed by Karpus and thus Karpus may be deemed the beneficial owner of these shares.

The business address

of Karpus is 183 Sully’s Trail, Pittsford, NY 14534.

The principal business address of XL Golden Stone Investment LLC is 401 S Glendora Ave, West Iovino, CA 91790.

CERTAIN RELATIONSHIPS AND RELATED PARTY

In addition to the compensation arrangements, including

employment, termination of employment and change in control arrangements and indemnification arrangements, discussed in Item 10.

Executive Officers and Corporate Governance” and Item 11.

“Executive Compensation” above, the following is a description

of each transaction since July 8, 2020 (inception)** and each currently proposed transaction in which:

We have been or will be a participant;

the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years;

any of the Company’s directors, executive officers or beneficial owners of more than 5% of the Company’s capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Related parties include any person who is or was (since

the beginning of the last fiscal year, even if such person does not presently serve in that role) the Company’s executive officer

or director, any shareholder owning more than 5% of any class of the Company’s voting securities or an immediate family member of

any such person.

Any potential related party transaction that requires

approval will be reviewed and overseen by the Audit Committee, and the Audit Committee will consider such factors as it deems appropriate

to determine whether to approve, ratify or disapprove the related party transaction.

The Audit Committee may approve the related party

transaction only if it determines in good faith that, under all of the circumstances, the transaction is in the best interests of us

and the Company’s shareholders.

Transactions with Related Parties

In March 2021, we issued an aggregate of 2,875,000

founder shares to our initial stockholders for an aggregate purchase price of $50,000 in cash, or approximately $0.017 per share, resulting

in our initial stockholders holding an aggregate of 2,875,000 founder shares (up to 375,000 shares of which are subject to forfeiture

depending on the extent to which the underwriters’ over-allotment option is exercised).

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).

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.

The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to

certain limited exceptions, be transferred, assigned or sold by the holder.

Our sponsors have purchased an aggregate of

406,500 units at a price of $10.00 per unit, for an aggregate purchase price of $4,065,000 and I-Bankers has agreed to purchase an aggregate

of 113,000 units at a price of $10.00 per unit, for an aggregate purchase price of $1,130,000.

The private placement units are identical

to the units sold in the IPO, so long as they are held by our sponsor or the underwriters or their permitted transferees, (i) may not,

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial

business combination, and (ii) will be entitled to registration rights.

The private placement units (including the private placement shares,

the private placement rights, and the shares of Class A common stock issuable upon conversion thereof) may not, subject to certain limited

exceptions, be transferred, assigned or sold by the holder.

As more fully discussed in the section of this

Annual Report entitled “Management — Conflicts of Interest,” if any of our officers or directors becomes aware

of an initial business combination opportunity that falls within the line of business of any entity to which he or she has then-current

fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination

opportunity to such other entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations

that may take priority over their duties to us.

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 registration rights as the founder shares.

Other than the foregoing, no compensation of

any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid

by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services

rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is).

However, these individuals 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.

Our audit 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 closing of the IPO, our sponsor

has 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 upon closing of our initial business combination.

The value of our sponsor’s interest in this transaction corresponds to

the principal amount outstanding under any such loan.

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 an initial business combination, we would

repay such loaned amounts.

In the event that the 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.

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

After our initial business combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to our stockholders, to the extent then known, in the

tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation

will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our

initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive

and director compensation.

We will enter into a registration rights agreement

with respect to the private placement units, the private placement shares, the private placement rights, the representative shares, the

representative warrants, the securities issuable upon conversion of working capital loans (if any), the post business combination shares,

and the shares of Class A common stock issuable upon exercise or conversion or exercise of the foregoing and upon conversion of the

founder shares, which is described under the section of this Annual Report entitled “Description of Securities — Registration

Related Party Policy

We have not yet adopted a formal policy for

the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were not reviewed, approved

or ratified in accordance with any such policy.

We have adopted a code of ethics requiring us

to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or

the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics, conflict of interest

situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness)

involving the company.

A form of the code of ethics is filed as an exhibit to the registration statement of which this prospectus is a

In addition, our audit committee, pursuant to

a written charter, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required

in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

A form of the audit committee charter is filed as an exhibit to the registration statement of which this prospectus is a part.

require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information

about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize conflicts of interest, we

have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors

unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member

of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation

paid by us to our sponsor, officers or directors,

or any affiliate of our sponsor or officers, for services rendered to us prior to, or in connection with any services rendered in order

to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the

proceeds of this offering held in the trust account prior to the completion of our initial business combination:

Repayment of up to an aggregate of $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

Payment to Weixuan Luo, our Chief Financial Officer, of $5,000 for her services per month starting from August 1, 2020;

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

PRINCIPAL ACCOUNTING FEES

AND SERVICES.

The following table shows the fees that were billed

for the audit and other services provided by MaloneBailey, LLP (“MaloneBailey”), the Company’s independent registered

public accounting firm, for the fiscal year ended March 31, 2022 and for the period from July 8, 2020 (inception) through March 31, 2021.

Audit-Related Fees

All Other Fees

Audit Fees - This category includes the

audit of the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K, review of financial

statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered

public accounting firm in connection with engagements for those fiscal years.

This category also includes advice on audit and accounting

matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees - This category consists

of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance

of the audit or review of the Company’s financial statements and are not reported above under “Audit Fees.” The services

for the fees disclosed under this category include consultation regarding the Company’s correspondence with the SEC, other accounting

consulting and other audit services.

Tax Fees - This category consists of professional

services rendered by the Company’s independent registered public accounting firm for tax compliance and tax advice.

for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees - This category consists

of fees for other miscellaneous items.

Pursuant to the audit committee’s charter, all

audit and permissible non-audit services provided by the independent registered public accounting firm must be pre-approved.

These services

may include audit services, audit-related services, tax services and other services.

Pre-approval is generally provided for up to one

year and any pre-approval is detailed as to the particular service or category of service.

The independent registered public accounting

firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent

registered public accounting firm.

Consistent with the audit committee’s policy, all audit and permissible non-audit services provided

by MaloneBailey during the fiscal year ended March 31, 2022 were pre-approved by the audit committee.

In considering the nature of the services provided

by MaloneBailey for the fiscal year ended March 31, 2022, the audit committee determined that such services were compatible with the

provision of independent audit services.

The audit committee discussed these services with MaloneBailey and management for the fiscal

year ended March 31, 2022 to determine that they were permitted under the rules and regulations concerning auditors’ independence

promulgated by the SEC to implement the Sarbanes-Oxley Act, as well as rules of the American Institute of Certified Public Accountants.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements

The financial statements required

to be included in this Annual Report on Form 10-K are listed in the Index to Financial Statements on page F-1 and included beginning on

page F-2 of this Annual Report.

(2) Financial Statement Schedules

All schedules for which provision

is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable

(and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

(3) Exhibits.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on September 13, 2021 (File No.

333-259500)).

Form of Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

By Laws (incorporated

by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed on September 13, 2021 (File No.

333-259500)).

Certificate of

Correction to the Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on November 4, 2021 (File No.

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Specimen Right

Certificate (included in Exhibit 4.4) (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on

Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 filed on September 13, 2021 (File No.

333-259500)).

Form of Warrant issuable by the Registrant to the Representative (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Form of Letter Agreement among the Registrant, our officers, directors, Bright Vision Sponsor LLC and I-Bankers Securities, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Promissory Note, dated March 15, 2021, issued to Bright Vision Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed on September 13, 2021 (File No.

333-259500)).

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Securities Subscription Agreement, dated March 15, 2021, between the Registrant and Bright Vision Sponsor LLC (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on September 13, 2021 (File No.

333-259500)).

Private Placement Units Purchase Agreement among the Registrant, Bright Vision Sponsor LLC and I-Bankers Securities, Inc.

(incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Form of Code of

Ethics (incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1/A filed on October 12,

2021 (File No.

333-259500)).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1/A filed on October 12, 2021 (File No.

333-259500)).

XBRL Instance Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

DEEP MEDICINE ACQUISITION CORP.

June 24, 2022

/s/ Humphrey P.

Chief Executive Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on June 24, 2022.

/s/ Humphrey P.

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

/s/ Weixuan Luo

Chief Financial Officer (Principal

Financial and Accounting Officer)

/s/ Ronald M.

/s/ Tina Spires

/s/ HongLiang Ren

HongLiang Ren

/s/ Bryant E.

/s/ Wanlei Miao

INDEX TO FINANCIAL STATEMENTS

Audited financial statements for the year ended March 31, 2022 and for the period from July 8, 2020 (inception) through March

to the Schedule 13G/A filed with the SEC on December 8, 2021, by (i) Feis Equities LLC, an Illinois limited liability company (“Feis

LLC”) and (ii) Lawrence M.

Feis”, together with Feis LLC, the “Feis Parties”).

of Class A common stock held by the Feis Parties is reported as of December 6, 2021, which does not reflect any redemption of shares

by the Feis Parties in connection with the Second Extension or any other transactions after December 6, 2021.

Accordingly, the number

of Class A common stock and the percentages set forth in the table may not reflect the Feis Parties’ current beneficial ownership.

The principal business address of the Feis Parties is 20 North Wacker Drive, Suite 2115m Chicago, Illinois, 60606.

reported on a Schedule 13G/A filed January 10, 2023, by Karpus Management, Inc., a New York corporation d/b/a Karpus Investment Management

Karpus is a registered investment adviser and is controlled by City of London Investment Group plc (“CLIG”).

However, in accordance with SEC Release No.

34-39538 (January 12, 1998), effective informational barriers have been established between

Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and,

accordingly, attribution of beneficial ownership is not required between Karpus and CLIG.

The principal business address of Karpus

is 183 Sully’s Trail, Pittsford, NY 14534.

to a Schedule 13G filed with the SEC on February 14, 2022 by Mizuho Financial Group, Inc, Mizuho Financial Group, Inc.

Financial”), Mizuho Bank, Ltd.

(“Mizuho Bank”) and Mizuho Americas LLC (“Mizuho America”) may be deemed

to be indirect beneficial owners of the Class A common stock directly held by Mizuho Securities USA LLC (“Mizuho USA”,

together with the Mizuho Financial, Mizuho Bank and Mizuho America, the “Mizuho Parties”), which is their wholly-owned

The number of Class A common stock held by the Mizuho Parties is reported as of December 31, 2021, which does not reflect

any redemption of shares by the Mizuho Parties in connection with the Second Extension or any other transactions after December 31,

Accordingly, the number of Class A common stock and the percentages set forth in the table may not reflect the Mizuho Parties’

current beneficial ownership.

The principal business address of Mizuho Financial and Mizuho Bank is 1-5-5, Otemachi, Chiyoda-ku,

Tokyo 100-8176, Japan, and the principal business address is 1271 Avenue of the Americas, NY, NY 10020.

to the Schedule 13G/A filed on February 14, 2023 by (i) Lighthouse Investment Partners, LLC (“Lighthouse”), (ii) MAP

136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), (iii) MAP 214 Segregated Portfolio, a segregated

portfolio of LMA SPC (“MAP 214”), (iv) LHP Ireland Fund Management Limited (“LHP Ireland”), (v) MAP 501,

a sub-trust of LMA Ireland (“MAP 501”), (vi) LMAP 909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”), (vii)

LMAP 910, a sub-fund of LMAP Ireland ICAV (“LMAP 910”) and (viii) Shaolin Capital Partners SP, a segregated portfolio

of PC MAP SPC (“Shaolin” and together with Lighthouse, MAP 136, MAP 214, LHP Ireland, MAP 501, LMAP 909 and LMAP 910,

the “Lighthouse Parties”), regarding Class A common stock directly held by MAP 214, MAP 136 and Shaolin.

Lighthouse serves

as the investment manager of MAP 214, MAP 136, and Shaolin.

LHP Ireland serves as the manager to MAP 501, LMAP 909 and LMAP 910.

Because Lighthouse and LHP Ireland may be deemed to control MAP 214, MAP 136, Shaolin, MAP 501, LMAP 909 and LMAP 910, as applicable,

Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power

to direct the disposition of the Class A common stock reported in the Schedule 13G/A.

The principal business addresses of the Lighthouse

Parties are 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410 and 32 Molesworth Street, Dublin, D02 Y512, Ireland.

Authorized for Issuance under Equity Compensation Plans

more information on the TruGolf Business Combination, please see “Item 1.

Relationships and Related Transactions, and Director Independence.

March 2021, we issued an aggregate of 2,875,000 founder shares to our initial stockholders for an aggregate purchase price of $50,000

in cash, or approximately $0.017 per share, resulting in our initial stockholders holding an aggregate of 2,875,000 founder shares (up

to 375,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option

was exercised).

The number of founder shares issued was determined based on the expectation that such founder shares would represent

20% of our 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).

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.

The founder shares (including the Class A common stock that

is issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

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 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.

on 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.

sponsors have purchased an aggregate of 406,500 units at a price of $10.00 per unit, for an aggregate purchase price of $4,065,000 and

I-Bankers purchased an aggregate of 113,000 units at a price of $10.00 per unit, for an aggregate purchase price of $1,130,000.

placement units are identical to the units sold in the IPO, so long as they are held by our sponsor or the underwriters or their permitted

transferees, and (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after

the completion of our initial business combination, and (ii) will be entitled to registration rights.

The private placement units (including

the private placement shares, the private placement rights, and the shares of Class A common stock issuable upon conversion thereof)

may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business

of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or

contractual obligations to present such business combination opportunity to such other entity.

Our officers and directors currently have

certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

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 registration rights as the founder shares.

than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect

of any payment of a loan, has been or will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers,

prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless

of the type of transaction that it is).

However, these individuals are 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.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

and determines which expenses and the amount of expenses that are 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.

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.

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 loans payable to the Sponsor and its affiliates.

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 Working Capital Loans as may be required.

If we complete an initial business combination, we would repay such Working Capital Loans.

In the event that the 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 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.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender

offer or proxy solicitation materials, as applicable, furnished to our stockholders, such as the TruGolf Proxy Statement.

It is unlikely

the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder

meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business

to determine executive and director compensation.

initial stockholders, officers and directors and I-Bankers have entered into a letter agreement with us, pursuant to which they have

waived their rights to liquidating distributions from the trust account with respect to any founder shares, private placement shares

or representative shares held by them if we fail to complete our initial business combination within the Combination Period.

if our initial stockholders, officers or directors acquire public shares in or after the IPO, they will be entitled to liquidating distributions

from the trust account with respect to such public shares if we fail to complete our initial business combination within the Combination

have entered into a registration rights agreement with respect to the private placement units, the private placement shares, the private

placement rights, the representative shares, the representative warrants, the securities issuable upon conversion of Working Capital

Loans (if any), the post business combination shares, and the shares of Class A common stock issuable upon exercise or conversion or

exercise of the foregoing and upon conversion of the founder shares.

Business Combination

more information on the ancillary agreements entered into in connection with the TruGolf Business Combination, please see “Item

listing standards require that a majority of our board of directors be independent.

An “independent director” is defined

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Our board of directors has determined that Tina Spires, HongLiang Ren, Wanlei Miao

and John Chiang are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent

directors have regularly scheduled meetings at which only independent directors are present.

Accountant Fees and Services.

following is a summary of fees paid or to be paid to MaloneBailey, for services rendered.

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by MaloneBailey in connection with regulatory filings.

The aggregate fees of MaloneBailey for professional services rendered

for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods

and other required filings with the SEC for the years ended March 31, 2023 and 2022 totaled approximately $37,000 and $35,500, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related

Audit-related

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

During the years ended March 31,

2023 and 2021, the aggregate fees of MaloneBailey for audit-related fees for the years ended March 31, 2023 and 2022 totaled approximately

$0 and $32,500, respectively.

paid MaloneBailey $500 and $0, respectively, for tax services, planning or advice for the years ended March 31, 2023 and 2022.

did not pay MaloneBailey for any other services for the years ended March 31, 2023 and 2022.

audit committee was formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

and Financial Statement Schedules.

following documents are filed as part of this Report:

Report of Independent Registered Public Accounting Firm (PCAOB ID 206)

Balance Sheets as of March 31, 2023 and 2022

Statements of Operations for the year ended March 31, 2022 and for the period from July 8, 2020 (inception) through March 31, 2021

Statements of Changes in Stockholders’ Equity for the year ended March 31, 2022 and for the period from July 8, 2020 (inception) through March 31, 2021

Statements of Cash Flows for the year ended March 31, 2022 and for the period from July 8, 2020 (inception) through March 31, 2021

Notes to Financial Statements for the year ended March 31, 2022 and for the period from July 8, 2020 (inception) through March 31, 2021

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Deep Medicine Acquisition Corp

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of Deep Medicine Acquisition Corp (the “Company”) as of March 31, 2021 and 2022, and the related statements of operations,

stockholders’ (deficit), and cash flows for the year ended March 31, 2022 and the period from July 8, 2020 (inception) through March

31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2022, and the results of its

operations and its cash flows for the year ended March 31, 2022 and the period from July 8, 2020 (inception) through March 31, 2021, in

conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements,

the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not

completed will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Statements of Operations for the Years Ended March 31, 2023 and 2022

Statements of Changes in Stockholders’ Deficit for the Years Ended March 31, 2023 and 2022

Statements of Cash Flows for the Years Ended March 31, 2023 and 2022

Notes to Financial Statements

Statement Schedules

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required

information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference

can be inspected on the SEC website at www.sec.gov.

10-K Summary.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID Number 206 )

Sheets as of March 31, 2023 and 2022

of Operations for the Years Ended March 31, 2023 and 2022

of Changes in Stockholders’ Deficit for the Years Ended March 31, 2023 and 2022

of Cash Flows for the Years Ended March 31, 2023 and 2022

to Financial Statements for the Years Ended March 31, 2023 and 2022

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Medicine Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheets of Deep Medicine Acquisition Corp.

(the “Company”) as of March 31, 2023 and

2022, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the

related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations

and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Concern Matter

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination within

a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating.

The date for mandatory

liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audits provides a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor

Houston, Texas

June 24, 2022

Deep Medicine Acquisition Corp.

Balance Sheets

have served as the Company’s auditor since 2021.

MEDICINE ACQUISITION CORP.

March 31, 2023

9 unchanged sentences

Accrued expenses

Taxes payable

Loan payable - related party

Due to related party

Total current liabilities

Non-current liabilities

Accrued expenses - related party

Loan payable - related party

Deferred underwriting commissions

1 unchanged sentence

Total liabilities

Common stock subject to possible redemption, 12,650,000 shares at $ 10.10 per share

Common stock subject to possible redemption, 830,210 shares at $ 10.90 per share and 12,650,000 shares at $ 10.10 per share as of March 31, 2023 and March 31, 2022, respectively

Stockholders’ (Deficit)

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued and outstanding as of March 31, 2022 and 2021

Class A Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 620,700 and - 0 - shares issued and outstanding as of March 31, 2022 and 2021, respectively

Class B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, 3,162,500 shares issued and outstanding as of March 31, 2022 and March 31, 2021

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued and outstanding as of March 31, 2023 and March 31, 2022

Class A Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 3,783,200 and 620,700 shares issued and outstanding as of March 31, 2023 and March 31, 2022, respectively (excluding 830,210 shares and 12,650,000 shares, respectively, subject to possible redemption)

Class B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, - 0 - shares and 3,162,500 shares issued and outstanding as of March 31, 2023 and March 31, 2022, respectively

Common stock value

Additional paid-in capital

1 unchanged sentence

( 6,440,634 )

( 3,776,318 )

Total Stockholders’ (Deficit)

( 6,440,256 )

( 3,775,940 )

Total Liabilities and Stockholders’ (Deficit)

$ 128,953,272

The accompanying notes are an integral part of audited financial statement

DEEP MEDICINE ACQUISITION CORP.

Statements of Operations

For the Year Ended

accompanying notes are an integral part of the financial statements.

MEDICINE ACQUISITION CORP.

OF OPERATIONS

March 31, 2023

For the Period from July 8, 2020 (inception) through March 31, 2021

March 31, 2022

Operating expense

Officers compensation

Franchise taxes

General and administrative expenses

Total operating expense

Unrealized (loss) from the trust account

Investment income (loss) on investments held in Trust Account

Total other income

4 unchanged sentences

Basic and diluted - Class B

Basic and diluted

Weighted average number of shares

1 unchanged sentence

Basic and diluted - Class B

The accompanying notes are an integral part of these audited financial statements

DEEP MEDICINE ACQUISITION CORP.

Statement of Changes in Stockholders' (Deficit)

Preferred Stock

Class A Common Stock

Class B Common Stock

Additional Paid-in

Balance, July 8, 2020 (Inception)

Class B common stock issued for cash (1)

Balance, March 31, 2021

Class A common stock issued in IPO

Offering cost

Basic and diluted

accompanying notes are an integral part of the financial statements.

MEDICINE ACQUISITION CORP.

OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEARS ENDED MARCH 31, 2023 AND 2022

A Common Stock

B Common Stock

March 31, 2021

A common stock issued in IPO

( 2,855,000 )

Deferred underwriting commission

underwriting commission

( 4,427,500 )

Class A common stock issued for services

Sale of 519,500 private units

Class A common stock subject to possible redemption

A common stock issued for services

of 519,500 private units

A common stock subject to possible redemption

( 12,650,000 )

1 unchanged sentence

( 127,765,000 )

Reclassification from negative additional paid-in capital to accumulated deficit

Reclassification

from negative additional paid-in capital to accumulated deficit

( 3,302,878 )

Balance, March 31, 2022

March 31, 2022

$ ( 3,776,318 )

$ ( 3,775,940 )

The accompanying notes are an integral part of these audited financial statements

DEEP MEDICINE ACQUISITION CORP.

Statements of Cash Flows

For the Year Ended

from Class B to Class A

( 3,162,500 )

for Class A common stock to redemption amount

( 2,264,084 )

March 31, 2023

For the Period from July 8, 2020 (inception) through March 31, 2021

Cash flows from operating activities:

$ ( 6,440,634 )

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Unrealized loss from the trust account

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Accrued expenses - related parties

Net cash (used in) operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

$ ( 6,440,256 )

Net cash (used in) investing activities

accompanying notes are an integral part of the financial statements.

MEDICINE ACQUISITION CORP.

OF CASH FLOWS

the Year Ended March 31, 2023

the Year Ended March 31, 2022

flows from operating activities:

$ ( 400,232 )

Cash flows from financing activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Payment of offering costs

Proceeds from notes payable - related parties

Proceeds from sales of class B common stock

Due to related party

Net cash provided by financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

Cash paid for income taxes

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial classification of ordinary shares subject to possible redemption

$ ( 414,045 )

Deferred underwriting fee payable

The accompanying notes are an integral part of these audited financial statements

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Description

of Business Operations

to reconcile net income to net cash provided by (used in) operating activities:

income earned on investments held in Trust Account

( 1,824,459 )

in operating assets and liabilities:

expenses - related parties

cash (used in) operating activities

( 1,036,436 )

flows from investing activities:

for taxes payments

released from trust account

of cash in Trust Account

( 1,365,000 )

( 127,765,000 )

cash provided by (used in) investing activities

( 127,765,000 )

flows from financing activities:

from extension loan – related parties

used for common stock redemption

( 121,034,650 )

from sale of Units, net of underwriting discounts paid

from sale of Private Placement Units

of offering costs

to related party

cash provided by (used in) financing activities

( 119,669,650 )

increase/(decrease) in cash and cash equivalents

and cash equivalents at the beginning of the period

and cash equivalents at the end of the period

CASH FLOW INFORMATION:

paid for interest

paid for income taxes

INVESTING AND FINANCING ACTIVITIES:

classification of common stock subject to possible redemption

$ 127,765,000

underwriting fee payable

shares issued to sponsor due to upsize of IPO

Reclassification

of Class A common stock

Remeasurement

for Class A common stock subject to possible redemption

accompanying notes are an integral part of the financial statements.

MEDICINE ACQUISITION CORP.

(the “Company”) is a blank check company incorporated on July 8, 2020, under the laws of the State

of Delaware for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other

similar business combination with one or more businesses or entities (a “Business Combination”).

While the Company may, subject

to certain limitations, pursue a Business Combination target with operations or prospects in the digital healthcare and AI in medicine

sector in the global market.

TO FINANCIAL STATEMENTS

1 - Organization and Description of Business Operations

Company is a blank check company incorporated on July 8, 2020, under the laws of the State of Delaware for the purpose of entering into

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or

more businesses or entities (a “Business Combination”).

While the Company may, subject to certain limitations, pursue a Business

Combination target with operations or prospects in the digital healthcare and AI in medicine sector in the global market.

of March 31, 2023, the Company had not commenced any operations.

8 unchanged sentences

fiscal year end.

On October 29, 2021, the Company

consummated its IPO of 12,650,000

units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “Public

Shares”) at $ 10.00 per unit, which included

1,650,000 Units issued pursuant

October 29, 2021, the Company consummated its IPO of 12,650,000 units (the “Units” and, with respect to the shares of Class

A common stock included in the Units, the “Public Shares”) at $ 10.00 per unit, which included 1,650,000 Units issued pursuant

to the full exercise by the Underwriters (as defined below) of their over-allotment option, and the private sale of an aggregate of 519,500

Units (the “Private Placement Units” and with respect to the shares of Class A common stock included in the Units,

the “Private Placement Shares”) to its sponsor, Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities,

(“I-Bankers”) at a purchase price of $ 10.00

per Private Placement Unit, generating gross proceeds of $ 5,195,000

to the Company that closed simultaneously with the closing of the IPO (see Note 3).

The Company’s securities have been listed on the Nasdaq Global Market

On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class A common

stock and rights underlying the Units commenced trading separately.

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.

Upon the closing of the IPO on

October 29, 2021, the Company deposited $ 127,765,000

($ 10.10 per Unit) from the proceeds of the IPO

and certain proceeds of the sales of Private Placement Units in the trust account (“Trust Account”), located in the United

States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,

with a maturity of 185 days or less

or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the funds held in the Trust Account, as described below.

Units (the “Private Placement Units” and with respect to the shares of Class A common stock included in the Units, the “Private

Placement Shares”) to its sponsor, Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities, Inc.

(“I-Bankers”)

at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 5,195,000 to the Company that closed simultaneously

with the closing of the IPO.

On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class

A common stock and rights underlying the Units commenced trading separately.

On February 17, 2023, the Company’s securities were

transferred from Nasdaq Global Market to Nasdaq Capital Market (“Nasdaq”).

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.

the closing of the IPO on October 29, 2021, the Company deposited $ 127,765,000 ($ 10.10 per Unit) from the proceeds of the IPO and certain

proceeds of the sales of Private Placement Units in the trust account (“Trust Account”), located in the United States and

invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,

as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that

holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds

held in the Trust Account, as described below.

the closing of the IPO, cash of $ 764,101 was held outside of the Trust Account (as defined below) and is available for working capital

As of March 31, 2022, the Company had available cash of $ 877,099 on its balance sheet and a working capital of $ 655,693 .

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value

equal to at least 80 % of the net assets held in the Trust Account (net of amounts disbursed to management for working capital

purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing

a definitive agreement in connection with its initial Business Combination.

The Company will only complete a Business Combination if

the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires

an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Organization and Description of Business Operations (Continued)

The Company will provide its stockholders

with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection

with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the

Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The stockholders

will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $ 10.10 per share), calculated

as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in

the Trust Account and not previously released to the Company to pay its tax obligations.

The shares of Class A common stock will be recorded

at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with

a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such completion of a Business Combination

and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder

approval in connection with a Business Combination, the Sponsor has agreed to (i) waive its redemption rights with respect to their Private

Placement Shares in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to their

Private Placement Shares in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated

certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares

if the Company does not complete the Business Combination within the Combination Period (as defined below) or (b) with respect to any

other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating

distributions from the Trust Account with respect to their Private Placement Shares if the Company fails to complete the Business Combination

within the Combination Period.

In addition, the Sponsor has agreed to vote any share it held in favor of the Business Combination.

Additionally, each public stockholder

may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed

Business Combination.

Notwithstanding the foregoing,

if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

the Company’s second amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under

Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its

shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Company will have until

October 29, 2022 (or April 29, 2023 if the Company may extend the period of time to consummate a Business Combination) (the

“Combination Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination

within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as

reasonably possible but no more than 10 business days thereafter, redeem 100 %

of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account, including interest earned (less up to $ 50,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if

any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders

and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under

Delaware law to provide for claims of creditors and the requirements of other applicable law.

Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined below) and Private Placement Shares

if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares

in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their business combination

marketing fees

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Description

of Business Operations (Continued)

held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such

event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution

will be less than the IPO price per Unit ($ 10.10 ).

As of March 31, 2023, the Company had available cash of $ 595,536 on its balance sheet, including $ 554,873 distributed from

the Trust Account for the tax payments, and a working capital deficit of $ 2,179,125 .

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially

all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

July 12, 2022, the Company entered into a definitive Business Combination Agreement (“Chijet Business Combination Agreement”)

with Chijet Inc.

(together with its subsidiaries, “Chijet”), each of the referenced holders of Chijet’s outstanding

shares (collectively, the “Sellers”), Chijet Motor Company, Inc., a wholly-owned subsidiary of Chijet (“Pubco”),

and Chijet Motor (USA) Company, Inc., a wholly-owned subsidiary of Pubco.

Chijet indirectly holds an over 85% interest in Shandong Baoya

New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles.

addition, Chijet indirectly holds an over 64 % interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”),

which manufactures and sells traditional fuel vehicles.

On September 6, 2022, Chijet Business Combination Agreement was amended to extend

the due diligence period until and ended on September 20, 2022, which was subsequently extended to September 30, 2022 pursuant to the

second amendment of Chijet Business Combination Agreement, dated September 16, 2022.

On September 26, 2022, the Company terminated Chijet

Business Combination Agreement and the Company is not obligated to pay any penalties pursuant to the terms of Chijet Business Combination

Agreement as a result of the termination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

March 31, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DMAC Merger Sub Inc.,

a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), TruGolf, Inc., a Nevada corporation (“TruGolf”),

Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the representative for certain stockholders of the

Company, and Christopher Jones, an individual, in the capacity as the representative for stockholders of TruGolf.

Pursuant to the Merger

Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby

(the “Closing”), Merger Sub will merge with and into TruGolf, with TruGolf surviving as a wholly-owned subsidiary of the

Company, and with TruGolf’s equity holders receiving shares of the Company’s common stock.

Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market

value equal to at least 80 % of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes,

if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive

agreement in connection with its initial Business Combination.

The Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target

business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act.

Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender

offer will be made by the Company.

The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held

in the Trust Account (initially $ 10.10 per share), calculated as of two business days prior to the completion of a Business Combination,

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax

The shares of Class A common stock are recorded at redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.”

Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such completion

of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor

of the Business Combination.

the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to (i) waive its redemption

rights with respect to any shares of Class A common stock held by them in connection with the completion of the Business Combination,

(ii) waive its redemption rights with respect to any shares of Class A common stock held by them in connection with a stockholder vote

to approve an amendment to the Company’s second amended and restated certificate of incorporation (a) to modify the substance or

timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete the Business Combination

within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or

pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect

to the shares of Class B common stock they purchased in March 2021 (the “Founder Shares”) or Private Placement Shares if

the Company fails to complete the Business Combination within the Combination Period (as defined below).

In addition, the Sponsor has

agreed to vote any share it held in favor of the Business Combination.

Additionally,

each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote

for or against a proposed Business Combination.

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s second amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Company initially had until October 29, 2022 (or April 29, 2023 if the Company may extend the period of time to consummate a Business

Combination) (the “Initial Combination Period”) to complete a Business Combination.

On October 19, 2022, an aggregate of

$ 1,265,000 was deposited into the Company’s Trust Account to extend the Company’s time to consummate a Business Combination

from October 29, 2022 to January 29, 2023, which amount will be included in the pro rata amount distributed to (i) all of the holders

of the Class A common stock sold in the Company’s IPO (“Public Shares”) upon the Company’s liquidation or (ii)

holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business

If the Company is unable to complete a Business Combination within the Combination Period (as defined below), the Company

will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business

days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned (less up to $ 50,000 of interest to pay dissolution expenses), divided by the

number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders

(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of

other applicable law.

Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails

to complete a Business Combination within the Combination Period (as defined below).

However, if the Sponsor acquires Public Shares in

or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period (as defined below).

The underwriters have agreed to waive their rights to their

business combination marketing fees (see Note 9) held in the Trust Account in the event the Company does not complete a Business Combination

within the Initial Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.10 ).

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products

sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amount of funds in the Trust Account to below (1) $ 10.10 per Public Share or (2) such lesser amount per Public Share held in

the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case

sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (1) $ 10.10 per Public Share or (2) such lesser amount per Public Share held

in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case

net of the amount of interest which may be withdrawn to pay taxes.

9 unchanged sentences

execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate

of Incorporation (the “Charter Amendment”) to (i) extend the date by which the Company must consummate its initial Business

Combination from January 29, 2023 to July 29, 2023 (the “Combination Period”), or such earlier date as determined by the

Company’s board of directors and (ii) provide for the right of a holder of Class B common stock of the Company to convert into

Class A common stock of the Company on a one-for-one basis prior to the closing of an initial Business Combination.

Subsequently, the

Charter Amendment was filed with the Secretary of State of the State of Delaware and stockholders holding all of the issued and outstanding

Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one

The Combination Period is extended to July 29, 2023, provided that an additional amount of $ 50,000 will be deposited into the

Trust Account for each month after January 29, 2023.

an aggregate of $ 100,000 was deposited into the Trust Account as of March 31, 2023 and an additional $ 100,000 has been deposited subsequently.

In addition, 3,162,500 shares of Class B common stock of the Company were cancelled, and 3,162,500 shares of Class A Common Stock were

issued to such converting Class B stockholders.

The 3,162,500 shares of Class A common stock issued pursuant to the conversion are subject

to the same restrictions applicable to the Class B common stock before the conversion, including, among other things, certain transfer

restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the

prospectus for our IPO.

Additionally, stockholders holding 11,819,790 shares of the Public Shares exercised their right to redeem such

shares for a pro rata portion of the funds in the Company’s Trust Account.

As a result, $ 121,034,650 (approximately $ 10.24 per

share) was removed from the Company’s Trust Account to pay such holders.

Following redemptions, the Company had 830,210 Public

Shares outstanding.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Agreement and Business Combination Marketing Agreement

The Company engaged I-Bankers

as the representative of the underwriters (the “Underwriters”) in the IPO of the Company’s Class A common stock, par

value of $ 0.0001 per share (“Shares”), for $110 million and the simultaneous listing on Nasdaq.

Pursuant to that certain underwriting

agreement, I-Bankers acted as the representative of the Underwriters of the IPO for 11,000,000 Units at $ 10.00 per Unit, plus an over-allotment

option equal to 15% of the number of Units offered, or 1,650,000 Units, which was exercised in full simultaneously upon the closing of

The Company paid I-Bankers underwriters’ commission of $ 2,530,000 , equal to 2.0% of the gross proceeds raised in the IPO

for such services upon the consummation of the IPO (exclusive of any applicable finders’ fees which might become payable).

Upon the closing of the

IPO, the Company issued to I-Bankers a five-year warrant to purchase 632,500 Shares of Class A common stock, equal to 5.0 % of the Shares

issued in the IPO (“Representative Warrants”).

The exercise price of Representative Warrants is $ 12.00 per Share.

I-Bankers was issued 101,200 shares of Class A common stock upon the consummation of IPO (“Representative Shares”).

In addition, under a business

combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will

pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the

aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’ over-allotment

The 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 agreement.

Company engaged I-Bankers as the representative of the underwriters (the “Underwriters”) in the IPO of the Company’s

Class A common stock for $ 110 million and the simultaneous listing on Nasdaq.

Pursuant to that certain underwriting agreement, I-Bankers

acted as the representative of the Underwriters of the IPO for 11,000,000 Units at $ 10.00 per Unit, plus an over-allotment option equal

to 15 % of the number of Units offered, or 1,650,000 Units, which was exercised in full simultaneously upon the closing of the IPO.

Company paid I-Bankers underwriters’ commission of $ 2,530,000 , equal to 2.0% of the gross proceeds raised in the IPO for such services

upon the consummation of the IPO (exclusive of any applicable finders’ fees which might become payable).

the closing of the IPO, the Company issued to I-Bankers a five-year warrant to purchase 632,500 Shares of Class A common stock, equal

to 5.0 % of the Shares issued in the IPO (“Representative Warrants”).

The exercise price of Representative Warrants is $ 12.00

In addition, I-Bankers was issued 101,200 shares of Class A common stock upon the consummation of IPO (“Representative

addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business

Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount

equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’

over-allotment option .

The 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 agreement.

and Capital Resources

Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders

Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders

prior to the IPO, proceeds from related party loan and such amount of proceeds from the IPO that were placed in an account outside of

4 unchanged sentences

the Business Combination.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Description

of Business Operations (Continued)

and Capital Resources (Continued)

of March 31, 2022 and 2021, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest (the “Loan”).

Pursuant to the promissory note between the Company and the Sponsor, the Loan is unsecured, and the Sponsor agrees to fund the Company

in amount of up to $ 500,000 .

Under no circumstances shall any individual, including but not limited to any officer, director, employee

or stockholder of the Company, be obligated personally for any obligations or liabilities of the Loan.

These amounts will be repaid upon

completion of an initial Business Combination.

Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors,

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

respectively, including a promissory note of up to $ 500,000 , dated March 15, 2021, between the Company and the Sponsor (the “Sponsor

The Sponsor Note is unsecured with zero interest.

These amounts will be repaid upon completion of an initial Business Combination.

Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company,

be obligated personally for any obligations or liabilities of the Sponsor Note.

October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $ 1,265,000 (collectively, the “Sponsor

Affiliate Notes”) to two affiliates of the Company’s Sponsor (collectively, the “Sponsor Affiliates”), in connection

with the extension of the Initial Combination Period from October 29, 2022 to January 29, 2023.

The Sponsor Affiliate Notes bear no interest

and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or

(b) the date of the liquidation of the Company.

October 19, 2022, an aggregate of $ 1,265,000 was deposited into the Trust Account, which amount will be included in the pro rata amount

distributed to (i) holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their

shares redeemed in connection with the consummation of the Company’s initial Business Combination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate of the Company’s

Sponsor, in connection with the extension of the Company’s time to consummate an initial Business Combination from January 29,

2023 to July 29, 2023, provided that a monthly payment of $ 50,000 will be deposited into the Trust Account after January 29, 2023.

note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business

Combination, or (b) the date of the liquidation of the Company.

Accordingly, an aggregate of $ 100,000 was deposited into the Company’s

Trust Account as of March 31, 2023 and an additional $ 100,000 has been deposited subsequently.

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

or third parties.

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

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

working capital needs.

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

loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the

Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional

capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,

curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any

assurance that new financing will be available to it on commercially acceptable terms, if at all.

Risks and Uncertainties

If the Company is unable

to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily

be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

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include any adjustments that might result from the outcome of this uncertainty.

Going Concern and Management’s Plan

The 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

In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update

(“ASU”) 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.

The Company may raise additional

capital through loans or additional investments from the Sponsor or its shareholders, 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.

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 shareholders).

While 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 for a period of time within one year after the

date that the financial statements are issued.

There is 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.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As 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.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Concern and Management’s Plan

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 Accounting Standards Update (“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.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

2 - Significant Accounting Policies

of Presentation

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America

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Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Use of Estimates

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

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Actual results could differ from those estimates.

Cash Equivalents

and Cash Equivalents

Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

equivalents are carried at cost, which approximates fair value.

The Company had $ 877,099 and $ 500,067 in cash as of March 31, 2022

and 2021, respectively, and no cash equivalent as of March 31, 2022 and 2021.

Cash equivalents

are carried at cost, which approximates fair value.

The Company had cash of $ 595,536 on its 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.

The Company had no cash

equivalent as of March 31, 2023 and March 31, 2022.

Securities Held in Trust Account

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The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities

are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying

statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

As of March 31, 2022 and 2021, the marketable securities held in the Trust Account were $ 127,760,867 and $ 0 , respectively.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

2 - Significant Accounting Policies (Continued)

Subject to Possible Redemption

Company accounts for its 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

the Company’s control) are classified as temporary equity.

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

The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption are presented at redemption

value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the

change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account

in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available

market information.

As of March 31, 2023 and March 31, 2022, the marketable securities held in the Trust Account were $ 9,160,803 and

$ 127,760,867 , respectively.

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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 the Company’s control)

are classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s

common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

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

outside of the stockholders’ equity section of the Company’s balance sheet.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

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

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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.

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

additional paid-in capital and accumulated deficit.

March 31, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

In Redemption Value

of Common Stock Subject to Redemption

Gross proceeds

$ 126,500,000

Common stock issuance costs

( 2,855,000 )

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption

Common stock subject to possible redemption, March 31, 2022

$ 127,765,000

Distribution for redemption

( 121,034,650 )

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, March 31, 2023

Value of Financial Instruments

2 unchanged sentences

their short-term nature.

Value Measurements

Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value

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used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Significant Accounting Policies (Continued)

Measurements (Continued)

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Topic 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets).

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of financial position.

The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments

from other financial statement liabilities.

The Company concludes that the warrants to I-Bankers do not exhibit any of the above characteristics

and, therefore, are outside the scope of ASC 480.

The warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives

and Hedging — Contracts in Entity’s Own Equity.

The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the

instruments from other financial statement liabilities.

The Company concludes that the warrants to I-Bankers do not exhibit any of the

above characteristics and, therefore, are outside the scope of ASC 480.

The warrants were issued in accordance with the guidance contained

in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity.

Based Compensation

13 unchanged sentences

Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax

assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities

and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Significant Accounting Policies (Continued)

Taxes (Continued)

Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

5 unchanged sentences

period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain

tax positions requiring recognition in the Company’s financial statements.

Since the Company was incorporated on July 8, 2020, the

evaluation was performed for 2020 tax year which is the only period subject to examination.

The Company believes that its income tax positions

and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial

The Company’s policy for recording interest and penalties associated with audits is to record such items as a component

of income tax expense.

provision for income taxes was deemed to be immaterial for the years ended March 31, 2022 and 2021.

Company is subject to income tax examinations by major taxing authorities since inception.

These examinations may include questioning

the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next

twelve months.

the year ended March 31, 2023, the Company generated taxable income of $ 274,139 and thus accrued and recognized income tax expense of

Significant components of the Company’s deferred tax assets and liabilities as of March 31, 2023 and March 31, 2022 after

applying enacted corporate income tax rate, is net operating loss carryforward of $ 0 and $ 0 , and a valuation allowance of $ 0 and $ 0 ,

respectively, which the total deferred tax asset was $ 0 in both years ended March 31, 2023 and March 31, 2022.

realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income

sufficient to realize the tax deductions, carryforwards, and credits.

Valuation allowances on deferred tax assets are recognized if it

is determined that it is more likely than not that the asset will not be realized.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Loss per Share of Common Stock

2 unchanged sentences

excluding shares of common stock subject to forfeiture.

At March 31, 2022 and 2021, the Company did not have any dilutive securities

At March 31, 2023 and March 31, 2022, the Company did not have any dilutive securities

and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings (loss)

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As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period.

Earnings Per Share Table

of Diluted Loss Per Share of Common Stock

Ended March 31, 2023

For the Year Ended March 31, 2022

For the Period from July 8, 2020 (inception) through March 31, 2021

$ ( 400,232 )

$ ( 414,045 )

Basic and diluted loss per share – Class A

7 unchanged sentences

The Company has not experienced losses on these accounts.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Significant Accounting Policies (Continued)

Recent Accounting

Pronouncements

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

ASU 2020-06 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.

The adoption of ASU 2020-06 did not have an impact on the Company’s financial

Accounting Pronouncements

August 2020, the FASB issued FASB ASU Topic 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.

ASU 2020-06 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.

The adoption of ASU 2020-06

did not have an impact on the Company’s financial statements.

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

effect on the Company’s financial statements.

Public Offering

At the IPO, the Company sold 12,650,000

Units at a purchase price of $ 10.00 per Unit, which included 1,650,000 Units issued pursuant to the full exercise by the Underwriters

of their over-allotment option, generating gross proceeds to the Company of $ 126,500,000 .

Each Unit consists of one share of Class A common

stock of the Company, par value $ 0.0001 per share (“Class A common stock”), and one right to receive one-tenth of one share

of Class A common stock upon the consummation of the Company’s initial Business Combination (see Note 6).

A total of $ 127,765,000

of the net proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based Trust Account maintained

by American Stock Transfer & Trust Company, LLC, acting as trustee.

3 - Related Party Transactions

Founder Shares

On March 15, 2021, the Sponsor

purchased 2,875,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price

of $ 50,000 .

In October 2021, the Company effected

a 0.1 for 1 stock dividend for each share of Class B common stock outstanding (which has been accounted for as a stock split) of 287,500

shares of Class B common stock, which resulted in an aggregate of 3,162,500 shares of Class B common stock outstanding.

All share and

associated amounts have been retroactively restated to reflect the share dividend.

The Founder Shares include an

aggregate of up to 412,500 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20 % of the Company’s

issued and outstanding shares upon the completion of the IPO.

On October 29, 2021, the Underwriters exercised the over-allotment option

As a result, no Founder Shares are subject to forfeiture.

The Sponsor has agreed not to

transfer, assign or sell 50 % of the Founder Shares until the earlier of (i) six months after the date of the consummation of the Business

Combination or (ii) the date on which the closing price of the Company’s Class A common stock equals or exceeds $ 12.50 per share

(as adjusted for stock sub-divisions, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading

day period commencing after the Business Combination and the remaining 50 % of the Founder Shares may not be transferred, assigned or sold

until six months after the date of the consummation of the Business Combination, or earlier, in either case, if, subsequent to the Business

Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders

having the right to exchange their shares of common stock for cash, securities or other property.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Related Party Transactions (Continued)

Private Placement

Concurrently with the closing

of the IPO, the Sponsor and the Underwriters purchased an aggregate of 519,500 Private Placement Units, generating gross proceeds of $ 5,195,000

in aggregate in a private placement.

Each Private Placement Unit will consist of one share of Class A common stock and one right.

right underlying the Private Placement Unit (the "Private Placement Right") will entitle the holder to receive one-tenth of

one share of Class A common stock at the closing of a Business Combination.

The proceeds from the sale of the Private Placement Units

have been added to the net proceeds from the IPO held in the Trust Account.

If the Company does not complete a Business Combination within

the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares

(subject to the requirements of applicable law), and the Private Placements Units and all underlying securities will expire worthless.

The Private Placement Units (including

the underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion

of the Private Placement Rights) will not be transferable, assignable or salable until 30 days after the completion of the initial Business

Combination (except as described under the section of the IPO prospectus entitled “Principal Stockholders — Restrictions

on Transfers of Founder Shares and Private Placement Units”).

Following such period, the Private Placement Units (including the

underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of

the Private Placement Rights) will be transferable, assignable or salable, except that the Private Placement Units will not trade.

Accrued Expenses

- Related Parties

of March 31, 2022 and 2021, the Company had accrued expenses – related parties in amount of $ 21,000

and $ 46,000 , respectively, of

which $ 6,000 was in connection with the accrued non-cash compensation to the Company’s management and directors.

to the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month

starting from August 1, 2020, and the Company’s 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 and registration

rights as the Founder Shares.

The fair value of this stock issuance was determined by the fair value of the Company’s Common

Stock on the grant date, at a price of $ 0.02 per share.

As of March 31, 2022 and 2021, the accrued expenses related to the cash

compensation to the Company’s Chief Financial Officer was $ 15,000 and $ 40,000 , respectively.

– Related Party

As of March 31,

2022 and 2021, the Company had a loan payable to the Sponsor in amount of $ 500,000

with zero interest (the “Loan”).

Pursuant to the promissory note between the Company and the Sponsor, the Loan is

unsecured, and the Sponsor agrees to fund the Company in an amount of up to $ 500,000 .

Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the

Company, be obligated personally for any obligations or liabilities of the Loan.

The proceeds of the Loan are used to pay a portion

of the offering expenses of the IPO.

These amounts will be repaid upon completion of an initial Business

Working Capital

In addition, in order to finance

transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s

officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds

of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the

Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust

Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of

Expenses - Related Parties

of March 31, 2023 and March 31, 2022, the Company had accrued expenses – related parties in amount of $ 6,000 and $ 21,000 , respectively,

of which $ 6,000 was in connection with the accrued non-cash compensation to the Company’s management and directors.

the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month starting from

August 1, 2020, and the Company’s officers and directors an aggregate of 300,000 post Business Combination shares within 10 days

following a Business Combination, with the same lock-up restrictions and registration rights as the Founder Shares.

The fair value of

this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of $ 0.02 per share.

As of March 31, 2023 and March 31, 2022, the accrued expenses related to the cash compensation to the Company’s Chief Financial

Officer was $ 0 and $ 15,000 , respectively.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Payable – Related Party

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

respectively, including a promissory note of up to $ 500,000 , dated March 15, 2021, between the Company and the Sponsor (the “Sponsor

The Sponsor Note is unsecured with zero interest.

The proceeds of the Sponsor Note were used to pay a portion of the offering

expenses of the IPO.

These amounts will be repaid upon completion of an initial Business Combination.

Under no circumstances shall any

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

obligations or liabilities of the Sponsor Note.

October 15, 2022, the Company issued the Sponsor Affiliate Notes in an aggregate principal amount of $ 1,265,000 to the Sponsor Affiliates,

in connection with the extension of the Initial Combination Period from October 29, 2022 to January 29, 2023.

The Sponsor Affiliate Notes

bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business

Combination, or (b) the date of the liquidation of the Company.

On October 19, 2022, an aggregate of $ 1,265,000 was deposited into the

Company’s Trust Account, which amount will be included in the pro rata amount distributed to (i) holders of Public Shares upon

the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation

of the Company’s initial Business Combination.

February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate of the Company’s

Sponsor, in connection with the extension of the Company’s time to consummate an initial Business Combination from January 29,

2023 to July 29, 2023, provided that a monthly payment of $ 50,000 will be deposited into the Trust Account after January 29, 2023.

note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business

Combination, or (b) the date of the liquidation of the Company.

Accordingly, an aggregate of $ 100,000 has been deposited into the Company’s

Trust Account as of March 31, 2023 and additional $ 100,000 has been deposited subsequently.

Capital Loans

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor,

or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds

as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay

the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans

would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the

Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the

Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5

million of such Working Capital Loans may be convertible into private placement- equivalent units at a price of $ 10.00

per unit at the option of the lender.

2 unchanged sentences

terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of March 31, 2022 and 2021, no Working Capital Loans were outstanding.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

of March 31, 2023 and March 31, 2022, no

Working Capital Loans were outstanding.

4 - Commitments and Contingency

The holders of the Founder Shares,

Private Placement Units (and their underlying securities), the Representative Shares, the Representative Warrants (and their underlying

securities), the 300,000

shares of Class A common stock issuable to the Company’s directors and officers within 10

days following the Business Combination and any Units that may be issued upon conversion of the Working Capital Loans (and their

underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on

the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after

conversion to Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form demands,

that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register

for resale such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidated

damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear

the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company had granted the

Underwriters a 30- day option from the date of

IPO to purchase up to 1,650,000

additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

Simultaneously upon the closing

of the IPO, the Underwriters exercised the over-allotment option in full.

As such, the Underwriters were paid an underwriting discount

and commission of $ 0.20 per Unit, or $ 2,530,000 in the aggregate payable upon the closing of the IPO, and I-Bankers was entitled to a

business combination marketing fee of $ 4,427,500 in the aggregate, which is held in the Trust Account and payable upon completion of the

Business Combination.

holders of the Founder Shares, Private Placement Units (and their underlying securities), the Representative Shares, the Representative

Warrants (and their underlying securities), the 300,000 shares of Class A common stock issuable to the Company’s directors and

officers within 10 days following the Business Combination and any Units that may be issued upon conversion of the Working Capital Loans

(and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior

to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares,

only after conversion to Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short

form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the

Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does

not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Company had granted the Underwriters a 30-day option from the date of IPO to purchase up to 1,650,000 additional

Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

Simultaneously

upon the closing of the IPO, the Underwriters exercised the over-allotment option in full.

As such, the Underwriters were paid an underwriting

discount and commission of $ 0.20 per Unit, or $ 2,530,000 in the aggregate payable upon the closing of the IPO, and I-Bankers was entitled

to a business combination marketing fee of $ 4,427,500 in the aggregate, which is held in the Trust Account and payable upon completion

of the Business Combination.

5 - Stockholders’ Equity

The Company is authorized to

issue a total of 111,000,000 shares, par value

of $ 0.0001 per share, consisting of

(a) 110,000,000 shares of common stock, including

(i) 100,000,000

shares of Class A common stock, and (ii) 10,000,000

shares of Class B common stock, and (b) 1,000,000

Company is authorized to issue a total of 111,000,000 shares, par value of $ 0.0001 per share, consisting of (a) 110,000,000 shares of

common stock, including (i) 100,000,000 shares of Class A common stock, and (ii) 10,000,000 shares of Class B common stock, and (b) 1,000,000

shares of preferred stock (the “Preferred Stock”).

of March 31, 2022, there were 620,700 shares of Class A common stock issued and outstanding, excluding 12,650,000 shares

of Class A common stock subject to possible redemption which are presented as temporary equity.

As of March 31, 2021, there was 0

share of Class A common stock issued and outstanding.

of March 31, 2022 and 2021, there were 3,162,500

shares of Class B common stock issued and outstanding, which such amount having been

restated to reflect a 0.1 for 1 stock

dividend for each share of Class B common stock outstanding in October 2021.

of March 31, 2022 and 2021, no share of Preferred Stock was issued or outstanding.

The designations, voting and other rights and preferences

of the Preferred Stock may be determined from time to time by the Company’s board of directors.

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

Stockholders’ Equity (Continued)

of March 31, 2023 and March 31, 2022, no shares of Preferred Stock were issued or outstanding.

The designations, voting and other rights

and preferences of the Preferred Stock may be determined from time to time by the Company’s board of directors.

of March 31, 2023 and March 31, 2022, there were 3,783,200 shares and 620,700 shares of Class A common stock issued and outstanding,

respectively, excluding 830,210 shares and 12,650,000 shares of Class A common stock, respectively, which are subject to possible redemption

and presented as temporary equity.

of March 31, 2023 and March 31, 2022, there were no shares and 3,162,500 shares of Class B common stock issued and outstanding, respectively.

to the Company’s special meeting of stockholders held on December 23, 2022, stockholders holding all of the issued and outstanding

Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one

The Combination Period is extended to July 29, 2023, provided that an additional amount of $ 50,000 will be deposited into the

Trust Account for each month after January 29, 2023.

In addition, 3,162,500 shares of Class B common stock of the Company were cancelled,

and 3,162,500 shares of Class A Common Stock were issued to such converting Class B stockholders.

The 3,162,500 shares of Class A common

stock issued pursuant to the conversion are subject to the same restrictions applicable to the Class B common stock before the conversion,

including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial

Business Combination as described in the prospectus for our IPO.

Additionally, stockholders holding 11,819,790 shares of the Public Shares

exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

As a result, $ 121,034,650

(approximately $ 10.24 per share) was removed from the Company’s Trust Account to pay such holders.

Following redemptions, the Company

had 830,210 Public Shares outstanding.

holder of a right will receive one-tenth (1/10) of one share of Class A common stock upon consummation of a Business Combination.

event the Company will not be the surviving entity upon completion of the Company’s initial Business Combination, each holder of

a public right will automatically receive the 1/10 share of Class A common stock underlying such public right (without paying any additional

consideration);

and each holder of a Private Placement Right or right underlying Units to be issued upon conversion of the Working Capital

Loans will be required to affirmatively convert its rights in order to receive the 1/10 share of Class A common stock underlying each

right (without paying any additional consideration).

If the Company is unable to complete an initial Business Combination within the required

time period and public stockholders redeem the public shares for the funds held in the Trust Account, holders of rights will not receive

any such funds in exchange for their rights and the rights will expire worthless.

The Company will not issue fractional shares upon conversion

of the rights.

If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, the Company

will, upon exchange, comply with Section 155 of the Delaware General Corporation Law.

The Company will make the determination of how to

treat fractional shares at the time of its initial Business Combination and will include such determination in the proxy materials that

it will send to stockholders for their consideration of such initial Business Combination.

the event the Company will not be the surviving entity upon completion of the Company’s initial Business Combination, each holder

of a public right will automatically receive the 1/10 share of Class A common stock underlying such public right (without paying any

additional consideration);

and each holder of a Private Placement Right or right underlying Units to be issued upon conversion of the

Working Capital Loans will be required to affirmatively convert its rights in order to receive the 1/10 share of Class A common stock

underlying each right (without paying any additional consideration).

If the Company is unable to complete an initial Business Combination

within the required time period and public stockholders redeem the public shares for the funds held in the Trust Account, holders of

rights will not receive any such funds in exchange for their rights and the rights will expire worthless.

The Company will not issue

fractional shares upon conversion of the rights.

If, upon conversion of the rights, a holder would be entitled to receive a fractional

interest in a share, the Company will, upon exchange, comply with Section 155 of the Delaware General Corporation Law.

The Company will

make the determination of how to treat fractional shares at the time of its initial Business Combination and will include such determination

in the proxy materials that it will send to stockholders for their consideration of such initial Business Combination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

1 unchanged sentence

from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business

Additionally,

2 unchanged sentences

Warrants and Representative Shares

the closing of the IPO, the Company issued to the Underwriters Representative Warrants, the exercise price of which will be $ 12.00

per Share, and 101,200 Representative

The Representative Warrants shall

be exercisable, in whole or in part, commencing the later of October 26, 2022 and the closing of the Company’s initial Business

Combination and terminating on October 29, 2026.

The Company accounted for the 632,500 warrants as an expense of the IPO resulting in

a charge directly to stockholders’ equity.

the closing of the IPO, the Company issued to the Underwriters Representative Warrants, the exercise price of which will be $ 12.00 per

Share, and 101,200 Representative Shares.

Representative Warrants shall be exercisable, in whole or in part, commencing the later of October 26, 2022 and the closing of the Company’s

initial Business Combination and terminating on October 29, 2026.

The Company accounted for the 632,500 warrants as an expense of the

IPO resulting in a charge directly to stockholders’ equity.

The fair value of Representative Warrants was estimated to be approximately

$ 1,333,482 (or $ 2.11 per warrant) using the Black-Scholes option-pricing model.

The fair value of the Representative Warrants granted to the Underwriters

was estimated as of the date of grant using the following assumptions:

(1) expected volatility of 35 % , (2) risk-free interest rate of

1.18 % and (3) expected life of five years.

The Representative Warrants and the shares of Class A common stock underlying Representative

Warrants have been deemed compensation by FINRA and are therefore subject to a 180 -day lock-up immediately following October 29, 2021

The fair value of the Representative Warrants granted

to the Underwriters was estimated as of the date of grant using the following assumptions:

(1) expected volatility of 35 %, (2) risk-free

interest rate of 1.18 % and (3) expected life of five years .

The Representative Warrants and the shares of Class A common stock underlying

Representative Warrants have been deemed compensation by FINRA and are therefore subject to a 180 -day lock-up immediately following October

29, 2021 pursuant to FINRA Rule 5110(e)(1).

10 unchanged sentences

The Underwriters agreed (i) to waive its redemption rights with respect to such shares

in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the

Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within Combination

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

following October 29, 2021 pursuant to FINRA Rule 5110(e)(1).

DEEP MEDICINE ACQUISITION

NOTES TO FINANCIAL STATEMENTS

in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from

the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within

Initial Combination Period.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of

180 days immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1).

6 - Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at

March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

Value Hierarchy Valuation

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31,

2023 and March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

of Fair Value Hierarchy Valuation

March 31, 2023

March 31, 2022

Marketable securities held in Trust Account

There was no such

presentation as of March 31, 2021 since the IPO was not consummated until October 29, 2021.

$ 127,760,867

7 – Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the filing date of our Form 10-K

for the year ended March 31, 2023.

Based upon this review, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the financial statements.

Underwriting Agreement, dated October 26, 2021, by and between the Company and I-Bankers, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Business Combination Marketing Agreement, dated October 26, 2021, by and between the Company and I-Bankers (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Agreement and Plan of Merger, dated as of March 31, 2023, by and among the Company, Merger Sub the Purchaser Representative, the Seller Representative and TruGolf (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023).

By Laws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 13, 2021 (File No.

333-259500)).

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 13, 2021 (File No.

333-259500)).

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Certificate of Correction to the Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2021).

Amendment to the Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2021).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

Rights Agreement, dated October 26, 2021, by and between the Company and AST, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Form of Warrant issuable by the Registrant to the Representative (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

Description of Registered Securities.*

Promissory Note, dated March 15, 2021, issued to Bright Vision Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 13, 2021 (File No.

333-259500)).

Letter Agreement, dated October 26, 2021, by and among the Company, its officers, its directors, the Sponsor, and I-Bankers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Investment Management Trust Agreement, dated October 26, 2021, by and between the Company and AST (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Registration Rights Agreement, dated October 26, 2021, by and among the Company and certain securities holders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Private Placement Units Purchase Agreement, dated October 26, 2021, by and among the Company, the Sponsor and I-Bankers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

Form of Promissory Note issued on October 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2022).

Form of Promissory Note issued on February 9, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022 filed with the SEC on February 10, 2023).

Form of Voting Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023).

Form of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023).

Sponsor Support Agreement, dated as of March 31, 2023, by and among the Company, the Sponsor and TruGolf (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023).

Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

List of Subsidiaries

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 12, 2021 (File No.

333-259500)).

XBRL Instance Document.*

XBRL Taxonomy Extension Schema Document.*

XBRL Taxonomy Extension Calculation Linkbase Document.*

XBRL Taxonomy Extension Definition Linkbase Document.*

XBRL Taxonomy Extension Label Linkbase Document.*

XBRL Taxonomy Extension Presentation Linkbase Document.*

Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

The Company agrees to

furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Medicine Acquisition Corp.

Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

Executive Officer

Executive Officer)

Financial Officer

Financial and Accounting Officer)

HongLiang Ren

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 9A. Controls and Procedures