What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-13 compared with 2023-08-14 · 190 added, 164 removed, 513 unchanged (41% of the section changed)

1 unchanged sentence

Medicine Acquisition Corp.

June 30, 2023

March 31, 2023

and marketable securities held in Trust Account

current assets

Prepaid expenses

Cash and marketable securities held in Trust Account

Total current assets

Liabilities and Stockholders’ (Deficit)

and Stockholders’ (Deficit)

expenses - related party

payable - related party

current liabilities

Accrued expenses - related party

Accrued expenses

Taxes payable

Loan payable - related party

Total current liabilities

underwriting commissions

non-current liabilities

Deferred underwriting commissions

Total non-current liabilities

Total liabilities

Common stock subject to possible redemption, 830,210 shares at $ 11.21 per share

and 830,210 shares at $ 10.83 per share as of June 30, 2023 and March 31, 2023, respectively

Stockholders’ (Deficit)

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued

and outstanding as of June 30, 2023 and March 31, 2023

Class A Common stock, $ 0.0001 par value, 100,000,000 shares

authorized, 3,783,200 shares issued and outstanding as of June 30, 2023 and March 31, 2023 (excluding 830,210 shares subject to possible

Class B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, - 0 - shares

issued and outstanding as of June 30, 2023 and March 31, 2023

Additional paid-in capital

Accumulated deficits

stock subject to possible redemption, 574,764 shares at $ 11.28 per share and 830,210 shares at $ 10.83 per share as of September 30,

2023 and March 31, 2023, respectively

Stockholders’

stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued and outstanding as of September 30, 2023 and March 31, 2023

A Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 3,783,200 shares issued and outstanding as of September 30, 2023

and March 31, 2023 (excluding 574,764 shares subject to possible redemption)

B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, - 0 - shares issued and outstanding as of September 30, 2023 and March

Common stock, value

paid-in capital

( 7,373,767 )

( 6,440,634 )

Total Stockholders’ (Deficit)

Stockholders’ (Deficit)

( 7,373,389 )

( 6,440,256 )

Total Liabilities and Stockholders’

accompanying notes are an integral part of unaudited financial statements

Liabilities and Stockholders’ (Deficit)

accompanying notes are an integral part of unaudited financial statement

MEDICINE ACQUISITION CORP.

of Operations

Three Months Ended

June 30, 2023

June 30, 2022

For the Three Months

September 30, 2023

For the Three Months

September 30, 2022

For the Six Months

September 30, 2023

For the Six Months

September 30, 2022

Operating expense

9 unchanged sentences

Basic and diluted - Class A

Basic - Class A

Basic and diluted - Class B

1 unchanged sentence

Basic and diluted - Class A

Basic - Class A

Basic and diluted - Class B

Basic - Class B

accompanying notes are an integral part of unaudited financial statements

accompanying notes are an integral part of unaudited financial statement

Medicine Acquisition Corp.

of Changes in Stockholders’ (Deficit)

the three months ended June 30, 2023 and 2022

A Common Stock

B Common Stock

March 31, 2022

Preferred Stock

Class A Common Stock

Class B Common Stock

Additional Paid-in

Balance, March 31, 2022

$ ( 3,776,318 )

$ ( 3,775,940 )

June 30, 2022

Balance, June 30, 2022

$ ( 3,930,738 )

$ ( 3,930,360 )

March 31, 2023

Accretion for Class A common stock to redemption amount

Balance, September 30, 2022

$ ( 4,559,741 )

$ ( 4,559,363 )

for Class A common stock to redemption amount

June 30, 2023

Balance, March 31, 2023

$ ( 6,440,634 )

$ ( 6,440,256 )

accompanying notes are an integral part of unaudited financial statements

Accretion for Class A common stock to redemption amount

Balance, June 30, 2023

$ ( 7,012,734 )

$ ( 7,012,356 )

Accretion for Class A common stock to redemption amount

Balance, September 30, 2023

$ ( 7,373,767 )

$ ( 7,373,389 )

accompanying notes are an integral part of unaudited financial statement

Medicine Acquisition Corp.

of Cash Flows

Three Months Ended

June 30, 2023

Three Months Ended

June 30, 2022

Cash flows from operating activities:

Six Months Ended

September 30, 2023

Six Months Ended

September 30, 2022

flows from operating activities:

$ ( 531,911 )

$ ( 319,979 )

Adjustments to reconcile net income (loss) to net cash

provided by (used in) operating activities:

Investment income earned on investments held in 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

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from extension loan - related parties

Net cash provided by (used in) 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

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

Cash paid for income taxes

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Remeasurement for Class A common stock subject to possible

accompanying notes are an integral part of unaudited financial statements

to reconcile net income to net cash provided by (used in) operating activities:

income earned on investments held in Trust Account

in operating assets and liabilities:

expenses - related parties

cash (used in) operating activities

flows from investing activities:

released from trust account

of cash in Trust Account

cash provided by (used in) investing activities

flows from financing activities:

used for common stock redemption

( 2,914,230 )

from loans payable

from extension loan - related parties

cash provided by (used in) financing activities

( 2,629,613 )

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:

Remeasurement

for Class A common stock subject to possible redemption

The accompanying notes are an integral part of unaudited financial statement

MEDICINE ACQUISITION CORP.

14 unchanged sentences

accompanying unaudited financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended March

The interim results for the three months ended June 30, 2023 are not necessarily indicative of the results to be expected for

the year ending March 31, 2024 or for any future interim periods.

The interim results for the three and six months ended September 30, 2023 are not necessarily indicative of the results to

be expected for the year ending March 31, 2024 or for any future interim periods.

2 - Organization and Description of Business Operations

4 unchanged sentences

Combination target with operations or prospects in the digital healthcare and AI in medicine sector in the global market.

of June 30, 2023, the Company had not commenced any operations.

All activity for the period from July 8, 2020 (inception) through June

30, 2023, relates to the Company’s formation and its initial public offering (“IPO”), which is described below, and

subsequent to IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until

after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the cash and marketable securities held in the Trust Account (as defined below).

The Company has selected March 31 as its

fiscal year end.

of September 30, 2023, the Company had not commenced any operations.

All activity for the period from July 8, 2020 (inception) through

September 30, 2023, relates to the Company’s formation and its initial public offering (“IPO”), which is described

below, and subsequent to IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues

until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of

interest income from the cash and marketable securities held in the Trust Account (as defined below).

The Company has selected March

31 as its fiscal year end.

October 29, 2021, the Company consummated its IPO of 12,650,000 units (the “Units” and, with respect to the shares of Class

25 unchanged sentences

for working capital purposes.

As of June 30, 2023, the Company had available cash of $ 542,033 on its balance sheet and a working capital

deficit of $ 2,751,225 .

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.

As of September 30, 2023, the Company had available cash of $ 357,478 on its balance sheet and a working

capital deficit of $ 3,112,258 .

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.

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

137 unchanged sentences

On the 2023 Special Meeting, the Company’s stockholders holding

255,446 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, approximately $ 2,914,230 (approximately $ 11.41 per share) was removed from the Company’s Trust Account to

pay such holders.

Following redemptions on the 2023 Special Meeting, the Company had 4,357,964 Class A Shares issued and outstanding,

including 574,764 Public Shares.

255,446 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, approximately $ 2,914,230 (approximately $ 11.41 per share) was removed from the Company’s Trust Account to pay such

Following redemptions on the 2023 Special Meeting, the Company had 4,357,964 shares of Class A common stock issued and outstanding,

including 574,764 Public Shares as of September 30, 2023.

Agreement and Business Combination Marketing Agreement

26 unchanged sentences

the Business Combination.

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

respectively, including a promissory note of up to $ 500,000 , dated March 15, 2021, between the Company and the Sponsor (the “Sponsor

Note”) in connection with a portion of the IPO expense.

of September 30, 2023 and March 31, 2023, the Company had loans payable to the Sponsor and its affiliates in amount of $ 2,065,000 and

$ 1,865,000 , respectively, including a promissory note of up to $ 500,000 , dated March 15, 2021, between the Company and the Sponsor (the

“Sponsor Note”) in connection with a portion of the IPO expense.

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

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

12 unchanged sentences

an aggregate of $ 300,000 had been deposited into the Company’s Trust Account as of June 30, 2023.

September 30, 2023, the Company issued a promissory note in principal amount of $ 84,617 to a third party, in connection with the premium

payment for the Company’s Directors and Officers insurance.

This 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.

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 note.

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

47 unchanged sentences

3 - Recent Accounting Pronouncements

of the Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would

have a material effect on the Company’s financial statements.

of the Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a

material effect on the Company’s financial statements.

4 - Cash and Cash Equivalents

2 unchanged sentences

are carried at cost, which approximates fair value.

The Company had cash of $ 542,033 and $ 595,536 on its balance sheet as of June

The Company had cash of $ 357,478 and $ 595,536 on its balance sheet as of September

30, 2023 and March 31, 2023, respectively.

The Company had no cash equivalent as of June 30, 2023 and March 31, 2023.

The Company had no cash equivalent as of September 30, 2023 and March 31, 2023.

MEDICINE ACQUISITION CORP.

1 unchanged sentence

5 - Marketable Securities Held in Trust Account

June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily

September 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily

Treasury securities.

6 unchanged sentences

market information.

As of June 30, 2023 and March 31, 2023, the marketable securities held in the Trust Account were $ 9,471,338 and $ 9,160,803 ,

respectively.

As of September 30, 2023 and March 31, 2023, the marketable securities held in the Trust Account were $ 6,647,795

and $ 9,160,803 , respectively.

6 - Common Stock Subject to Possible Redemption

17 unchanged sentences

additional paid-in capital and accumulated deficit.

June 30, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

September 30, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule 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, March 31,

$ 127,765,000

Distribution for redemption

stock issuance costs

Remeasurement

of carrying value to redemption value

stock subject to possible redemption, March 31, 2022

for redemption

( 121,034,650

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, March 31,

Additional deposit for extension

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, June 30,

Remeasurement

of carrying value to redemption value

stock subject to possible redemption, March 31, 2023

for redemption

deposit for extension

Remeasurement

of carrying value to redemption value

stock subject to possible redemption, September 30, 2023

7 - Net Loss per Share of Common Stock

1 unchanged sentence

of common stock is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding for

During the three months ended June 30, 2023 and 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) of the Company.

During the three and six months ended September 30, 2023 and 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) of the

As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period.

3 unchanged sentences

Three Months Ended

June 30, 2023

September 30, 2023

Three Months Ended

June 30, 2022

September 30, 2022

$ ( 270,346 )

1 unchanged sentence

Basic and diluted loss per share – Class A

Basic loss per share – Class A

Basic and diluted loss per share – Class B

Denominator for basic and diluted earnings per share –

Weighted-average shares of Class A common stock issued and outstanding during the period

Denominator for basic earnings per share –

Weighted-average shares of Class A common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share –

Weighted-average shares of Class B common stock issued and outstanding during the period

Denominator for basic earnings per share –

Weighted-average shares of Class B common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period

Six Months Ended

September 30, 2023

Six Months Ended

September 30, 2022

$ ( 531,911 )

$ ( 319,979 )

Basic and diluted loss per share – Class A

Basic and diluted loss per share – Class B

Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period

8 – Loan payable

September 30, 2023, the Company issued a promissory note in principal amount of $ 84,617 to a third party, in connection with the premium

payment for the Company’s Directors and Officers insurance.

This 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.

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 note.

9 - Related Party Transactions

Expenses - Related Parties

of June 30, 2023 and March 31, 2023, the Company had accrued expenses – related parties in amount of $ 21,000 and $ 6,000 , respectively,

of September 30, 2023 and March 31, 2023, the Company had accrued expenses – related parties in amount of $ 16,000 and $ 6,000 , respectively,

of which $ 6,000 was in connection with the accrued non-cash compensation to the Company’s management and directors.

4 unchanged sentences

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 June 30, 2023 and March 31, 2023, the accrued expenses related to the cash compensation to the Company’s Chief Financial

As of September 30, 2023 and March 31, 2023, the accrued expenses related to the cash compensation to the Company’s Chief Financial

Officer was $ 10,000 and $ 0 , respectively.

Payable – Related Party

of June 30, 2023 and March 31, 2023, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest pursuant

of September 30, 2023 and March 31, 2023, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest pursuant

to the promissory note between the Company and the Sponsor (the “Sponsor Note”) in connection with a portion of the IPO expense.

36 unchanged sentences

to such loans.

As of June 30, 2023 and March 31, 2023, no Working Capital Loans were outstanding.

As of September 30, 2023 and March 31, 2023, no Working Capital Loans were outstanding.

10 - Commitments and Contingency

27 unchanged sentences

TO FINANCIAL STATEMENTS

of June 30, 2023 and March 31, 2023, 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 June 30, 2023 and March 31, 2023, there were 3,783,200 shares of Class A common stock issued and outstanding, excluding 830,210 shares

of Class A common stock, which were subject to possible redemption and presented as temporary equity.

of June 30, 2023 and March 31, 2023, there were no shares of Class B common stock issued and outstanding.

of September 30, 2023 and March 31, 2023, 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 September 30, 2023 and March 31, 2023, there were 4,357,964 and 4,613,410 shares of Class A common stock issued and outstanding, respectively,

including 574,764 and 830,210 public shares, which were subject to possible redemption and presented as temporary equity.

of September 30, 2023 and March 31, 2023, there were no shares of Class B common stock issued and outstanding.

July 2023, the Company 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 the Company’s 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.

July 13, 2023, the Company held the 2023 Special Meeting, at which the Company’s stockholders approved the Third Extension.

the 2023 Special Meeting, the Company’s stockholders holding 255,446 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, approximately $ 2,914,230 (approximately $ 11.41

per share) was removed from the Company’s Trust Account to pay such holders.

Following the redemptions in connection with the 2023

Special Meeting, the Company had 4,357,964 shares of Class A common stock issued and outstanding, including 574,764 public shares.

holder of a right will receive one-tenth (1/10) of one share of Class A common stock upon consummation of a Business Combination.

57 unchanged sentences

12 - Fair Value Measurements

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30,

2023 and March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September

30, 2023 and March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

Schedule of Fair Value Hierarchy Valuation

June 30, 2023

September 30, 2023

March 31, 2023

4 unchanged sentences

in the financial statements other than the followings:

July 2023, the Company 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 the Company’s 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.

For additional information, refer to the Company’s Current Reports on Form

8-K, as filed with the SEC on July 12, 2023, July 14, 2023 and July 18, 2023, respectively.

July 13, 2023, the Company held the 2023 Special Meeting, at which the Company’s stockholders approved the Third Extension.

additional information, refer to the Company’s Current Report on Form 8-K as filed with the SEC on July 14, 2023.

July 21, 2023, the Company, Merger Sub, the Purchaser Representative and the Seller Representative, entered into the Restated Merger

Agreement, pursuant to which the Original Merger Agreement was amended and restated.

For additional information, refer to the Company’s

Current Report on Form 8-K as filed with the SEC on July 24, 2023.

October 25, 2023, the Company instructed the trustee to liquidate the investments held in the Trust Account and instead hold the funds

in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of our Business Combination

or liquidation.

November 2, 2023, the Company executed a Loan Agreement (together, the “Loan Agreements”) with each of Greentree Financial

and Finuvia, LLC (together, the “PIPE Investors”).

Pursuant to the terms and conditions of the Loan Agreements,

the Company shall issue the PIPE Investors up to $ 8,000,000 in principal amount of convertible notes and warrants to purchase 727,273

shares of Class A common stock of the Company after the closing of the Business Combination between the Company and TruGolf, pursuant

to the Restated Merger Agreement.

For additional information, refer to the Company’s Current Report on Form 8-K as filed with the

SEC on November 2, 2023.

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-Q

Item 1. Financial Statements