What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-02-10 · 326 added, 258 removed, 59 unchanged (91% of the section changed)

25 unchanged sentences

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange,

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

We intend to effectuate

our initial Business Combination using cash from the proceeds of the IPO and the sale of the Placement Warrants that occurred simultaneously

with the closing of the IPO, our capital stock, debt or a combination of cash, stock and debt.

We have until July 29, 2023 to complete

a Business Combination as described below.

July 12, 2022, the Company entered into a definitive Business Combination Agreement (the “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 (“Merger Sub”).

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.

In 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, the 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 the Business Combination Agreement, dated September 16, 2022.

On September 26, 2022, the Company

terminated the Business Combination Agreement and the Company is not obligated to pay any penalties pursuant to the terms of the Business

Combination Agreement as a result of the termination.

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.

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 Company’s

Class A common stock (“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.

intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the private placement of the Private

Placement Units, the proceeds of the sale of our shares in connection with our initial Business Combination (including pursuant to forward

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

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

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

may significantly dilute the equity interest of investors in the IPO;

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

could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

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

seeking to obtain control of us;

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

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

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

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

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

financing while the debt security is outstanding;

our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate

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

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

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,

and execution of our strategy;

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

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

We cannot assure you that our

plans to raise capital or to complete our initial Business Combination will be successful.

of Operations and Known Trends or Future Events

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

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the “IPO”)

and the private placement of the private placement units, the proceeds of the sale of our shares in connection with our initial business

combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of

the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or

a combination of the foregoing.

of our Combination Period and Founder Conversion

initially had until October 29, 2022 (the “Initial Combination Period”) to complete a Business Combination.

Our Initial Combination

Period was extended until January 29, 2023 (the “First Extension”) pursuant to our second amended and restated certificate

of incorporation, as amended (the “Charter”) and the two promissory notes in an aggregate principal amount of $1,265,000

issued on October 15, 2022 to two affiliates of the Sponsor.

December 23, 2022, we held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “2022 Special Meeting”).

At the 2022 Special Meeting, our stockholders approved amendments to the Charter to (i) extend the date by which we must consummate an

initial business combination to July 29, 2023, or such earlier date as determined by the board of directors (the “Second Extension”),

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

to the closing of an initial business combination.

On the 2022 Special Meeting, the holders of 11,819,790 public shares properly exercised

their right to redeem such shares for a pro rata portion of the funds in the trust account.

As a result, approximately $121 million (approximately

$10.24 per share) was removed from the trust account to pay such holders.

addition, 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 (the “Founder Conversion”).

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.

Following the Founder Conversion and the redemptions in connection with the 2022 Special Meeting, as of June 30,

2023 and March 31, 2023, we had 4,613,410 shares of Class A common stock issued and outstanding, including 830,210 public shares.

July 13, 2023, the Company held a special meeting of the Company’s stockholders (the “2023 Special Meeting”), at which

the Company’s stockholders approved an amendment to the Charter to extend the date by which the Company must consummate its initial

business combination from July 29, 2023 to January 29, 2024, or such earlier date as determined by the Company’s board of directors

(the “Third Extension”).

On the 2023 Special Meeting, our stockholders holding 255,446 public shares exercised their

right to redeem such shares for a pro rata portion of the funds in our trust account.

As a result, approximately $2,914,230 (approximately

$11.41 per share) was removed from our trust account to pay such holders.

Following the redemptions in connection with the 2023 Special

Meeting, we had 4,357,964 Class A Shares issued and outstanding, including 574,764 public shares.

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

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

The public shares

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

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

The Nasdaq Capital Market operates in substantially the same manner

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

requirements.

Business Combination

March 31, 2023, we entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with DMAC Merger Sub Inc.,

a Nevada corporation and wholly-owned subsidiary of us (“Merger Sub”), the Sponsor, solely in the capacity as the representative

from and after the effective time of the Merger (as defined in the Original Merger Agreement) for our stockholders (other than the stockholders

of TruGolf (as defined below))(the “Sponsor’s Purchaser Representative”), TruGolf, Inc., a Nevada corporation (“TruGolf”),

and Christopher Jones, solely in his capacity as the representative from and after the effective time of the Merger for the TruGolf stockholders

(the “Seller Representative”).

Pursuant to the Original Merger Agreement, subject to the terms and conditions set forth

therein, (i) upon the consummation of the TruGolf Business Combination, Merger Sub will merge with and into TruGolf in the Merger, with

TruGolf continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.

In the Merger, (i) all shares

of TruGolf common stock (together, “TruGolf Stock”) issued and outstanding immediately prior to the Effective Time will be

converted into the right to receive the Merger Consideration (as defined in the Original Merger Agreement );

(ii) all convertible securities

of TruGolf, if not exercised or converted prior to the Effective Time, shall be cancelled, retired and terminated and cease to represent

a right to acquire, be exchanged for or convert into shares of TruGolf Stock.

At the Closing, the combined public company will be renamed

“TruGolf, Inc.”

July 21, 2023, we entered into an Amended and Restated Agreement and Plan of Merger (as may be amended and/or restated from time to time,

the “Restated Merger Agreement”) with the Merger Sub, the Purchaser Representative and the Seller Representative, pursuant

to which the Original Merger Agreement was amended and restated to provide, among other things, that (i) contingent earnout shares will

be issued after the Closing, if and when earned, upon the Company meeting the milestones specified in the Restated Merger Agreement,

rather than being issued at the closing of the merger and being placed into escrow subject to potential forfeiture;

and (ii) the per

share price of the Company’s common stock used in the calculation of the number of shares to be issued to the Sellers as merger

consideration shall be $10.00, as opposed to the price at which the Company redeems the shares of common stock held by its public stockholders

in connection with the closing of this business combination.

Restated Merger Agreement supersedes the Original Merger Agreement.

to the Restated Merger Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated

by the Restated Merger Agreement (the “Closing”), (i) each share of TruGolf Class A Common Stock outstanding as of immediately

prior to the Closing will be converted into a right to receive a number of the Company’s Class A Shares and (ii) each share of

TruGolf Class B Common Stock outstanding as of immediately prior to the Closing will be converted into a right to receive a number of

the Company’s Class B Shares, equal to such shares respective pro rata share of the Merger Consideration, determined on the basis

of a conversion ratio (the “Conversion Ratio”) derived from an implied equity value for TruGolf equal to $80,000,000, subject

to adjustments for TruGolf’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”),

and (iii) each outstanding option to acquire shares of TruGolf common stock (whether vested or unvested) will be assumed by the Company

and automatically converted into an option to acquire shares of the Company’s common stock, with its price and number of shares

equitably adjusted based on the Conversion Ratio.

The Merger Consideration to be paid to TruGolf stockholders will be paid solely by

the delivery of new shares of the Company’s Common Stock, with each valued at the price per share at which each share of the Company’s

Common Stock is redeemed or converted pursuant to the Redemption.

The Merger Consideration will be subject to a post-Closing true-up

90 days after the Closing.

The Merger Consideration will be allocated among TruGolf stockholders, pro rata amongst them based on the

number of shares of TruGolf common stock owned by such stockholder.

Such consideration otherwise payable to TruGolf stockholders is subject

to reduction for purchase price adjustments.

addition to the Merger Consideration set forth above, the TruGolf stockholders will also have a contingent right to receive up to an

aggregate of an additional 4.5 million Deep Medicine Class A Shares (the “Earnout Shares”), as additional consideration,

with each share valued at $10 per share during the three (3) year period following the Closing.

The Earnout Shares shall be earned,

based on the combined company meeting criteria relating to (i) consolidated gross revenue, (ii) VWAP (as defined below) of Deep Medicine

Class A Shares, or (iii) number of qualified franchise locations opened.

The Earnout Shares shall be allocated into three tranches consisting

of a first tranche of 1,000,000 Earnout Shares (the “First Tranche”), a second tranche of 1,500,000 Earnout Shares (the “Second

Tranche”), and third tranche of 2,000,000 Earnout Shares (the “Third Tranche”).

The Earnout Shares will be earned as

set forth below:

The First Tranche will be earned as follows:

in the event that the gross consolidated gross revenue of Deep Medicine and its subsidiaries (the “Gross Revenues”) for 2024

equals or exceeds Thirty Million Dollars ($30,000,000) but is less than Forty Two Million Dollars ($42,000,000), then the TruGolf stockholders

shall be entitled to receive 50% of the First Tranche or (y) in the event that the Gross Revenues for 2024 equals or exceeds Forty Two

Million Dollars ($42,000,000), then the TruGolf stockholders shall be entitled to receive 100% of the First Tranche;

or (ii) in the event

that the dollar volume-weighted average price (“VWAP”) of the Deep Medicine Class A Shares is at least $13.00 per share for

at least twenty (20) out of thirty (30) trading days in the specified period, then the TruGolf stockholders shall be entitled to received100%

of the First Tranche or, in the event that ten (10) or more Qualified Franchise Locations (as defined in the Restated Merger Agreement)

are opened prior to the end of the calendar year 2024, then the TruGolf stockholders shall be entitled to received100% of the First Tranche.

The Second Tranche will be earned as follows:

in the event that the Gross Revenues for 2025 equals or exceeds Fifty Million Dollars ($50,000,000) but is less than Sixty Five Million

Dollars ($65,000,000), then the TruGolf stockholders shall be entitled to receive 50% of the Second Tranche or (y) in the event that

the Gross Revenues for 2025 equals or exceeds Sixty Five Million Dollars ($65,000,000), then the TruGolf stockholders shall be entitled

to receive 100% of the Second Tranche;

or (ii) in the event that the VWAP of Deep Medicine Class A Shares is at least $15.00 per share

for at least twenty (20) out of thirty (30) trading days in the specified period, then the TruGolf stockholders shall be entitled to

receive 100% of the Second Tranche or, in the event that thirty (30) or more Qualified Franchise Locations are opened prior to the end

of the calendar year 2025, then the TruGolf stockholders shall be entitled to receive 100% of the Second Tranche.

The Third Tranche will be earned as follows:

in the event that the Gross Revenues for 2026 equals or exceeds Eighty Million Dollars ($80,000,000) but is less than One Hundred Million

Dollars ($100,000,000), then the TruGolf stockholders shall be entitled to receive 50% of the Third Tranche or (y) in the event that

the Gross Revenues for 2026 equals or exceeds One Hundred Million Dollars ($100,000,000), then the TruGolf stockholders shall be entitled

to receive 100% of the Third Tranche;

or (ii) in the event that the VWAP of Deep Medicine Class A Shares is at least $17.00 per share

for at least twenty (20) out of thirty (30) trading days in the specified period, then the TruGolf stockholders shall be entitled to

receive 100% of the Third Tranche or, in the event that fifty (50) or more Qualified Franchise Locations are opened prior to the end

of the calendar year 2026, then the TruGolf stockholders shall be entitled to receive 100% of the Third Tranche.

intends to list its Class A common stock on Nasdaq under the symbol “TRUG”, upon the closing of the Business Combination.

TruGolf will not have rights traded following consummation of the Business Combination.

of Operations

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

Our only activities since inception have been organizational

activities and those necessary to prepare for the IPO and since the IPO, identifying a target company for a Business Combination and

activities in connection with the proposed business combination with Chijet, which was terminated on September 26, 2022.

We do not generate

any operating revenues until after completion of our initial Business Combination.

We have been generating non-operating income in the

form of interest income on cash and cash equivalents after the IPO.

Subsequent to the Company’s special meeting of stockholders

held on December 23, 2022, stockholders holding 11,819,790 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.

the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as expenses as we conduct due diligence related to a Business Combination.

Our expenses increases substantially after the closing

the three and nine months ended December 31, 2022, we had a net income of $577,351 and $257,372, respectively, which consisted of operating

costs of $415,358 and $1,402,914, respectively, income taxes of $68,415 and $68,415, respectively, offset by interest earned on marketable

securities held in the Trust Account of $1,061,124 and $1,728,701, respectively.

the three and nine months ended December 31, 2021, we had a net loss of $135,423 and $230,696, respectively, due solely to the operating

and Capital Resources

Company had cash of $962,177 on its balance sheet, including $754,873 distributed from the Trust Account for the tax payments, as of

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

As of December 31, 2022 and March 31, 2022, the Company had total current

liabilities of $ current liabilities of $2,369,573 and $536,712, respectively, and total current assets of $10,008,855 and $128,953,272,

activities and those necessary to prepare for the IPO.

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

until after completion of our initial business combination.

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

and cash equivalents after the IPO in amount of $110,535 and $115,413, respectively, for the three months ended June 30, 2023 and 2022.

Respectively.

As of December 31, 2022, we had working capital deficit of $1,325,763, a decrease of working capital of $1,981,456 as compared

to March 31, 2022, primarily as a result of a decrease in cash and prepaid expenses and an increase in total current liabilities.

significant increase in accrued expenses as of December 31, 2022 was in connection with the due diligence on Chijet.

In addition, on

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.

Due to the stockholders’

redemption in December 2022 (as described below), cash and marketable securities held in Trust Account decreased to $8,965,045 as of

December 31, 2022 compared to $127,760,867 as of March 31, 2022.

Subsequent to the Company’s special meeting of stockholders held

on December 23, 2022, stockholders holding 11,819,790 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.

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

the date of our audited financial statements contained elsewhere in this Report.

After the IPO, we incurred and expect to continue to

incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as expenses as we conduct due diligence on prospective business combination candidates.

Our expenses have increased substantially

after the closing of the IPO.

the three months ended June 30, 2023, we had a net loss of $261,565, which consists of $372,100 of operating and formation costs, offset

by the unrealized gain on our marketable securities held in the trust account of $110,535.

the three months ended June 30, 2022, we had a net loss of $154,420, which consists of $269,833 of operating and formation costs, offset

by the unrealized gain on our marketable securities held in the trust account of $115,413.

That May Adversely Affect our Results of Operations

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

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

Our business could be impacted

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

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

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

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

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

and Capital Resources

had cash of $542,033 on our balance sheet as of June 30, 2023, compared to cash of $595,536 as of March 31, 2023, including $554,873

distributed from the trust account for the tax payments.

As of June 30, 2023 and March 31, 2023, we had total current liabilities of

$3,293,258 and $2,795,069, respectively, and total current assets of $10,013,371 and $9,776,747, respectively.

As of June 30, 2023, we

had working capital deficit of $2,751,225, a decrease in working capital by $572,100 as compared to March 31, 2023, primarily as a result

of a decrease in cash and prepaid expenses and an increase in total current liabilities.

increase in accrued expenses as of June 30, 2023 was in connection with the legal fees for preparation of the TruGolf Merge Agreement

and its amendment, and the preparation of the registration statement and prospectus related to TruGolf Business Combination.

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

the Sponsor in connection with the First Extension.

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

2022 Special Meeting, cash and marketable securities held in trust account decreased to $9,471,338 as of June 30, 2023, after $121,034,650

(approximately $10.24 per share) was removed from the trust account to pay such redeeming holders.

In connection with the Second Extension

from January 29, 2023 to July 29, 2023 (the “Second Extension”), under the Second Sponsor Affiliate Note, an aggregate of

$300,000 was deposited in the aggregate into the trust Account as of June 30, 2023

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

1 unchanged sentence

the business combination will be successful.

the nine months ended December 31, 2022, cash used in operating activities amounted to $669,795, mainly due to the unrealized income

earned on investment held in the Trust Account in amount of $1,728,701, and the decrease in accrued expenses to related parties by $15,000,

offset by the net income of $257,372, the decrease in prepaid expenses by $233,673 and the increase in accrued expenses and taxes payable

by $514,446 and $68,415, respectively.

Comparatively, cash of $597,770 used in operating activities during the nine months ended December

31, 2021 was due to the net loss of $230,696, plus the increase in prepaid expenses by $339,030 and the decrease in accrued expenses

to related parties and accrued expenses by $25,000 and $862, respectively.

flow of $510,127 used in investing activities during the nine months ended December 31, 2022 was due to the distribution from the Trust

Account in amount of $754,873 for taxes payments, offset by the investment of $1,265,000 in the Trust Account to extend the Initial Combination

Period from October 29, 2022 to January 29, 2023.

Cash flow of $127,765,000 used in investing activities during the nine months ended

December 31, 2021 was due to the investment of cash in the Trust Account.

flow of $1,265,000 provided by financing activities during the nine months ended December 31, 2022 was due to the proceeds from related

parties’ loans totaled $1,265,000 in connection with the extension of the Initial Combination Period from October 29, 2022 to January

In addition, subsequent to the Company’s special meeting of stockholders held on December 23, 2022, stockholders holding

11,819,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust

As a result, $121,034,650 (approximately $10.24 per share) was removed from the Company’s Trust Account to pay such holders.

Cash flow of $128,839,900 from financing activities during the nine months ended December 31, 2021 was due primary to the proceeds from

the sale of Units at the closing of the Company’s IPO in amount of $126,500,000, net of underwriting discounts of $2,530,000, the

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

the repayment of $100 to due to related party.

of December 31, 2022, we had cash and marketable securities held in the Trust Account of $8,965,045, after the $121,034,650 (approximately

$10.24 per share) was removed from the Company’s Trust Account to pay the redeeming holders, substantially all of which has been

invested in U.S.

the three months ended June 30, 2023, cash used in operating activities amounted to $53,503, mainly due to the net loss of $261,565,

and the unrealized income earned on investment held in the trust account in amount of $110,535, offset by the decrease in prepaid

expenses by $20,408 and the increase in accrued expenses by $283,189, plus $15,000 increase in accrued expenses to related parties.

Comparatively, cash used in operating activities amounted to $169,122 during the three months ended June 30, 2022 due primarily to

the net loss of $154,420, and the unrealized income earned on investment held in the trust account in amount of $115,413, plus the

decrease in accrued expenses to related parties by $15,000, offset by the decrease in prepaid expenses by $76,225 and increase in

accrued expenses by $39,486.

flow of $200,000 used in investing activities during the three months ended June 30, 2023 was due to the investment of $200,000 in the

trust account, which was a partial payment pursuant to the Second Sponsor Affiliate Note in connection with the Second Extension (under

which a monthly payment of $50,000 should be deposited into the trust account after January 29, 2023).

flow of 200,000 provided by financing activities during the three months ended June 30, 2023 was due to the proceeds from the Second

Sponsor Affiliate Note as discussed above.

was no cash flow from investing activities and financing activities during the three months ended June 30, 2022.

of June 30, 2023, we had cash and marketable securities held in the trust account of $9,471,338, after the $121,034,650 (approximately

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

all of which has been invested in U.S.

treasury bills with a maturity of 180 days or less.

Interest income earned on the balance in the Trust Account may be

available to us to pay taxes.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing

interest earned on the Trust Account to complete our initial Business Combination.

In December 2022, we withdrew interest of $754,873

to pay franchise and income taxes.

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

authorized and outstanding after the completion of the IPO, to be $200,000, which is the maximum amount of annual franchise taxes payable

by us as a Delaware corporation per annum, which we may pay from funds from the IPO held outside of the Trust Account or from interest

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

Our annual income tax obligations will depend on the

amount of interest and other income earned on the amounts held in the Trust Account.

We expect the interest earned on the amount in the

Trust Account will be sufficient to pay our income taxes.

To the extent that our capital stock or debt is used, in whole or in part,

as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

of December 31, 2022, we had available cash of $962,177, including $754,873 distributed from the Trust Account for the tax payments.

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

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

corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial Business

Interest income earned on the balance in the

trust account may be available to us to pay taxes.

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

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

In December 2022, we withdrew

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

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

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

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

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

Our annual income tax obligations

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

The interest earned on the amount in the

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

To the extent that our capital stock

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

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

and pursue our growth strategies.

of June 30, 2023, we had available cash of $542,033.

We have used and will continue to use these funds to identify and evaluate target

businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations

of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective

target businesses, and structure, negotiate and complete an initial business combination.

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

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

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

In the event that our initial Business

Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but

no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such working capital loans may be convertible

into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 165,000

shares of Class A common stock if $1,500,000 of notes were so converted since the 150,000 rights included in such units would result

in the issuance of 15,000 shares upon the closing of our Business Combination), at the option of the lender.

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.

expect our primary liquidity requirements during that period to include approximately $400,000 for our portion of legal, accounting,

due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations;

for legal and accounting fees related to regulatory reporting requirements;

$75,000 for Nasdaq continued listing fees;

$155,000 for working

capital that will be used for miscellaneous expenses and reserves (including taxes net of anticipated interest income);

and approximately

$20,000 as fees to our Chief Financial Officer.

amounts are estimates and may differ materially from our actual expenses.

In addition, we could use a portion of the funds not being

placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a

down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”

around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed

initial business combination, although we do not have any current intention to do so.

If we entered into an agreement where we paid for

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

provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue

searching for, or conducting due diligence with respect to, prospective target businesses.

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

Loans as may be required.

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

In the event that

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

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

Up to $1,500,000 of such Working

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

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

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

Such units would be identical to the private placement units.

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

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

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

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

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

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securities or incur debt in connection with such business combination.

In addition, we intend to target businesses larger than we could

acquire with the net proceeds of the IPO and the sale of the private placement units, and may as a result be required to seek additional

financing to complete such proposed initial Business Combination.

Subject to compliance with applicable securities laws, we would only

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

If we are unable to complete our initial

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

Trust Account.

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

financing in order to meet our obligations.

In addition, have targeted and if the TruGolf Business Combination

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

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

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

of our initial business combination.

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

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

In addition, following our initial business

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

Party Transactions

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directors an aggregate of 300,000 post business combination shares within 10 days following the Business Combination with the same lock-up

restrictions as the Founder Shares and same registration rights as our Founder Shares.

restrictions as the shares of Class B common stock initially purchased by the Sponsor in March 2021 (including the shares of the Company’s

Class A common stock issued upon the conversion thereof, the “Founder Shares”) and same registration rights as our Founder

Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in

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

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

loans are non-interest bearing, unsecured and are due upon completion of our initial Business Combination.

As of December 31, 2022 and

March 31, 2022, the loan payable to the Sponsor was $500,000.

addition, in order to finance transaction costs in connection with an intended initial Business Combination, our sponsor or an affiliate

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

If we complete

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

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

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

Account would be used for such repayment.

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

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

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

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

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.

to a registration rights agreement we entered into with our initial stockholders, our sponsor and I-Bankers on or prior to the closing

of the IPO, we are required to register certain securities for sale under the Securities Act.

These holders, and holders of units issued

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

we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered

for resale pursuant to Rule 415 under the Securities Act.

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

registration statements filed by us.

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

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.

Sheet Arrangements;

Commitments and Contractual Obligations;

Quarterly Results

of December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not

have any commitments or contractual obligations.

No unaudited quarterly operating data is included in this prospectus, as we have conducted

no operations to date.

That May Adversely Affect our Results of Operations

results of operations and our ability to complete a Business Combination may be adversely affected by various factors that could cause

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

Our business could be impacted by,

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

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

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

We cannot at this

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

impact our business and our ability to complete Business Combination.

of June 30, 2023 and March 31, 2023, we had loans payable to the Sponsor and its affiliates in the amount of $2,065,000 and $1,865,000,

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.

On 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.

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 $300,000 had been deposited into the trust account as of June 30, 2023.

July 2023, we and the Sponsor entered into certain non-redemption agreements (“Non-Redemption Agreements”) with each of six

unaffiliated third parties, with respect to a maximum aggregate of 514,773 shares of our Class A common stock, in exchange for such third

parties agreeing not to redeem (or shall use commercially reasonable efforts to request that the Company’s transfer agent reverse

any previously submitted redemption demand) such shares in connection with the 2023 Special Meeting, and the Sponsor has agreed to transfer

a maximum aggregate of 185,179 Founder Shares pursuant to the Non-Redemption Agreements upon the consummation of the Company’s

initial business combination.

We also agreed that until the earlier of (a) the consummation of our initial business combination;

(b) the liquidation of the Trust Account, we will maintain the investment of funds held in the Trust Account in interest-bearing United

States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity

of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated

under the Investment Company Act of 1940, as amended, which invest only in direct U.S.

government treasury obligations, or maintain such

funds in cash in an interest-bearing demand deposit account at a bank.

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

the completion of its initial business combination.

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

pursues an initial business combination target.

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

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

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

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

or third parties.

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

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

working capital needs.

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

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

(unless otherwise amended by stockholders).

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

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

be available.

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

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

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

combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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

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

Management plans to continue its efforts to consummate a business

combination during the Combination Period.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023.

We do not participate

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

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

We have not entered into

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

or purchased any non-financial assets.

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

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

We will continue to incur

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

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

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

combination, subject to the terms of the underwriting agreement.

Accounting Policies

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

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

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

not identified any critical accounting policies.

Quantitative and Qualitative Disclosures About Market Risk

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What changed 10-Q

Item 2. Management’s Discussion and Analysis