19 unchanged sentences
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
−Removed: in our filings with the SEC.
−Removed: All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
−Removed: are qualified in their entirety by this paragraph.
+Added: in our filings with the U.S.
+Added: Securities and Exchange Commission (the “SEC”).
+Added: All subsequent written or oral forward-looking
+Added: statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited
7 unchanged sentences
a combination of the foregoing.
+Added: October 25, 2023, we instructed the trustee to liquidate the investments held in our trust account and instead hold the funds in the
+Added: trust account in an interest bearing demand deposit account until the earlier of the consummation of our initial business combination
+Added: or liquidation.
+Added: November 2, 2023, we executed a loan agreement with each of Greentree Financial Group, Inc.
+Added: and Finuvia, LLC.
+Added: Pursuant to the terms and
+Added: conditions of the loan agreements, we shall issue Greentree Financial Group, Inc.
+Added: and Finuvia, LLC up to $8,000,000 in principal amount
+Added: of convertible notes and warrants to purchase 727,273 shares of our Class A common stock, after the closing of the business combination
+Added: between us and TruGolf, pursuant to the Amended and Restated Agreement and Plan of Merger entered into on July 21, 2023 (the “TruGolf
+Added: Business Combination”).
+Added: For additional information, refer to our Current Report on Form 8-K as filed with the SEC on November 2,
of our Combination Period and Founder Conversion
24 unchanged sentences
(the “Third Extension”).
−Removed: On the 2023 Special Meeting, our stockholders holding 255,446 public shares exercised their
−Removed: right to redeem such shares for a pro rata portion of the funds in our trust account.
+Added: On the 2023 Special Meeting, our stockholders holding 255,446 public shares exercised their right
+Added: to redeem such shares for a pro rata portion of the funds in our trust account.
As a result, approximately $2,914,230 (approximately
1 unchanged sentence
Following the redemptions in connection with the 2023 Special
−Removed: Meeting, we had 4,357,964 Class A Shares issued and outstanding, including 574,764 public shares.
+Added: Meeting, we had 4,357,964 shares of Class A common stock issued and outstanding, including 574,764 public shares as of September 30,
February 15, 2023, we received approval from the Nasdaq Listing Qualifications Department of Nasdaq that our application to transfer
13 unchanged sentences
(the “Seller Representative”).
−Removed: Pursuant to the Original Merger Agreement, subject to the terms and conditions set forth
−Removed: therein, (i) upon the consummation of the TruGolf Business Combination, Merger Sub will merge with and into TruGolf in the Merger, with
−Removed: TruGolf continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.
−Removed: In the Merger, (i) all shares
−Removed: of TruGolf common stock (together, “TruGolf Stock”) issued and outstanding immediately prior to the Effective Time will be
−Removed: converted into the right to receive the Merger Consideration (as defined in the Original Merger Agreement );
−Removed: (ii) all convertible securities
−Removed: of TruGolf, if not exercised or converted prior to the Effective Time, shall be cancelled, retired and terminated and cease to represent
+Added: Pursuant to the Original Merger Agreement, subject to the terms and conditions set forth therein,
+Added: (i) upon the consummation of the TruGolf Business Combination, Merger Sub will merge with and into TruGolf in the Merger, with TruGolf
+Added: continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.
+Added: In the Merger, (i) all shares of
+Added: TruGolf common stock (together, “TruGolf Stock”) issued and outstanding immediately prior to the Effective Time will be converted
+Added: into the right to receive the Merger Consideration (as defined in the Original Merger Agreement );
+Added: (ii) all convertible securities of
+Added: 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.
13 unchanged sentences
by the Restated Merger Agreement (the “Closing”), (i) each share of TruGolf Class A Common Stock outstanding as of immediately
−Removed: 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
−Removed: TruGolf Class B Common Stock outstanding as of immediately prior to the Closing will be converted into a right to receive a number of
−Removed: the Company’s Class B Shares, equal to such shares respective pro rata share of the Merger Consideration, determined on the basis
−Removed: of a conversion ratio (the “Conversion Ratio”) derived from an implied equity value for TruGolf equal to $80,000,000, subject
−Removed: to adjustments for TruGolf’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”),
+Added: prior to the Closing will be converted into a right to receive a number of the Company’s Class A common stock and (ii) each share
+Added: of TruGolf Class B Common Stock outstanding as of immediately prior to the Closing will be converted into a right to receive a number
+Added: of the Company’s Class B Shares, equal to such shares respective pro rata share of the Merger Consideration, determined on the
+Added: basis of a conversion ratio (the “Conversion Ratio”) derived from an implied equity value for TruGolf equal to $80,000,000,
+Added: 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
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with each share valued at $10 per share during the three (3) year period following the Closing.
−Removed: The Earnout Shares shall be earned,
−Removed: based on the combined company meeting criteria relating to (i) consolidated gross revenue, (ii) VWAP (as defined below) of Deep Medicine
−Removed: Class A Shares, or (iii) number of qualified franchise locations opened.
+Added: The Earnout Shares shall be earned, based
+Added: on the combined company meeting criteria relating to (i) consolidated gross revenue, (ii) VWAP (as defined below) of Deep Medicine Class
+Added: A Shares, or (iii) number of qualified franchise locations opened.
The Earnout Shares shall be allocated into three tranches consisting
40 unchanged sentences
We generated non-operating income in the form of interest income on cash
−Removed: 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.
−Removed: Respectively.
−Removed: There has been no significant change in our financial or trading position and no material adverse change has occurred since
−Removed: the date of our audited financial statements contained elsewhere in this Report.
−Removed: After the IPO, we incurred and expect to continue to
−Removed: incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
−Removed: as well as expenses as we conduct due diligence on prospective business combination candidates.
−Removed: Our expenses have increased substantially
−Removed: after the closing of the IPO.
−Removed: 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
−Removed: by the unrealized gain on our marketable securities held in the trust account of $110,535.
−Removed: 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
−Removed: by the unrealized gain on our marketable securities held in the trust account of $115,413.
+Added: and cash equivalents after the IPO in amount of $90,687 and $201,222 for the three and six months ended September 30, 2023, respectively,
+Added: compared to $552,164 and $667,577 for the three and six months ended September 30, 2022, respectively.
+Added: There has been no significant
+Added: change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements
+Added: contained elsewhere in this Report.
+Added: After the IPO, we incurred and expect to continue to incur increased expenses as a result of being
+Added: a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence
+Added: on prospective business combination candidates.
+Added: Our expenses have increased substantially after the closing of the IPO.
+Added: the three and six months ended September 30, 2023, we had a net loss of $270,346 and $531,911, respectively, which consisted of operating
+Added: costs of $361,033 and $733,133, respectively, offset by interest earned on marketable securities held in the trust account of $90,687
+Added: and $201,222, respectively.
+Added: the three and six months ended September 30, 2022, we had a net loss of $165,559 and $319,979, respectively, which consisted of operating
+Added: costs of $717,723 and $987,556, respectively, offset by interest earned on marketable securities held in the trust account of $552,164
+Added: and $667,577, respectively.
That May Adversely Affect our Results of Operations
8 unchanged sentences
and Capital Resources
−Removed: 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
+Added: had cash of $357,478 on our balance sheet as of September 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.
−Removed: As of June 30, 2023 and March 31, 2023, we had total current liabilities of
−Removed: $3,293,258 and $2,795,069, respectively, and total current assets of $10,013,371 and $9,776,747, respectively.
−Removed: As of June 30, 2023, we
−Removed: 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
−Removed: of a decrease in cash and prepaid expenses and an increase in total current liabilities.
−Removed: increase in accrued expenses as of June 30, 2023 was in connection with the legal fees for preparation of the TruGolf Merge Agreement
+Added: As of September 30, 2023 and March 31, 2023, we had total current liabilities
+Added: of $3,469,736 and $2,795,069, respectively, and total current assets of $7,005,273 and $9,776,747, respectively.
+Added: As of September 30,
+Added: 2023, we had working capital deficit of $3,112,258, a decrease in working capital by $933,133 as compared to March 31, 2023, primarily
+Added: as a result of a decrease in cash and prepaid expenses and an increase in total current liabilities.
+Added: increase in accrued expenses as of September 30, 2023 was in connection with the legal fees for preparation of the TruGolf Merger Agreement
and its amendment, and the preparation of the registration statement and prospectus related to TruGolf Business Combination.
2 unchanged sentences
Due to the stockholders’ redemption in December 2022 in connection with the
−Removed: 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
−Removed: (approximately $10.24 per share) was removed from the trust account to pay such redeeming holders.
−Removed: In connection with the Second Extension
−Removed: from January 29, 2023 to July 29, 2023 (the “Second Extension”), under the Second Sponsor Affiliate Note, an aggregate of
−Removed: $300,000 was deposited in the aggregate into the trust Account as of June 30, 2023
+Added: 2022 Special Meeting, and in July 2023 in connection with the 2023 Special Meeting, cash and marketable securities held in trust account
+Added: decreased to $6,647,795 as of September 30, 2023, after $121,034,650 (approximately $10.24 per share) and $2,914,230 (approximately $11.41
+Added: per share) were removed from our trust account to pay such redeeming holders in connection with the Second Extension and the Third Extension,
+Added: respectively.
+Added: In addition, an aggregate of $300,000 was deposited in the aggregate into the trust account as of June 30, 2023 under the
+Added: Second Sponsor Affiliate Note.
expect to continue to incur significant costs in the pursuit of a business combination.
1 unchanged sentence
the business combination will be successful.
−Removed: 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,
−Removed: and the unrealized income earned on investment held in the trust account in amount of $110,535, offset by the decrease in prepaid
−Removed: expenses by $20,408 and the increase in accrued expenses by $283,189, plus $15,000 increase in accrued expenses to related parties.
−Removed: Comparatively, cash used in operating activities amounted to $169,122 during the three months ended June 30, 2022 due primarily to
−Removed: 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
−Removed: decrease in accrued expenses to related parties by $15,000, offset by the decrease in prepaid expenses by $76,225 and increase in
−Removed: accrued expenses by $39,486.
−Removed: 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
−Removed: trust account, which was a partial payment pursuant to the Second Sponsor Affiliate Note in connection with the Second Extension (under
−Removed: which a monthly payment of $50,000 should be deposited into the trust account after January 29, 2023).
−Removed: flow of 200,000 provided by financing activities during the three months ended June 30, 2023 was due to the proceeds from the Second
−Removed: Sponsor Affiliate Note as discussed above.
−Removed: was no cash flow from investing activities and financing activities during the three months ended June 30, 2022.
−Removed: 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
−Removed: $10.24 per share) was removed from the trust account to pay the redeeming holders in connection with the 2022 Special Meeting, substantially
−Removed: all of which has been invested in U.S.
+Added: the six months ended September 30, 2023, cash used in operating activities amounted to $322,675, mainly due to the net loss of $531,911,
+Added: and the unrealized income earned on investment held in the trust account in amount of $201,222, offset by the decrease in prepaid expenses
+Added: by $20,408 and the increase in accrued expenses by $380,050, plus $10,000 increase in accrued expenses to related parties.
+Added: Comparatively,
+Added: cash used in operating activities amounted to $362,426 during the six months ended September 30, 2022, mainly due to the net loss of
+Added: $319,979, plus the decrease in accrued expenses to related parties by $10,000, offset by the decrease in prepaid expenses by $135,329
+Added: and the increase in accrued expenses by $499,801.
+Added: flow of $2,714,230 provided by investing activities during the six months ended September 30, 2023 was due to the release from the trust
+Added: account in the amount of $2,914,230 (approximately $11.41 per share) to pay the redeeming stockholders in connection with the 2023 Special
+Added: Meeting, offset by the investment of the investment of $200,000 in the trust account, which was a partial payment pursuant to the Second
+Added: Sponsor Affiliate Note in connection with the Second Extension (under which a monthly payment of $50,000 should be deposited into the
+Added: trust account after January 29, 2023).
+Added: flow of $2,629,613 used in financing activities during the six months ended September 30, 2023 was due to the proceeds from a third party
+Added: loan of $84,617 to pay the premium for the Company’s director and officer insurance, and the proceeds from the Second Sponsor Affiliate
+Added: Note totaled $200,000 as discussed above, offset by the cash of $2,914,230 removed from the trust account to pay the redeeming stockholders
+Added: in July 2023 in connection with the 2023 Special Meeting.
+Added: was no cash flow from investing activities and financing activities during the six months ended September 30, 2022.
+Added: of September 30, 2023, we had cash and marketable securities held in the trust account of $6,647,795, after the $121,034,650 (approximately
+Added: $10.24 per share) was removed from the trust account to pay the redeeming holders in connection with the 2022 Special Meeting, and the
+Added: $2,914,230 (approximately $11.41 per share) was removed from the trust account to pay the redeeming holders in connection with the 2023
+Added: Special Meeting, substantially all of which has been invested in U.S.
treasury bills with a maturity of 180 days or less.
−Removed: Interest income earned on the balance in the
−Removed: trust account may be available to us to pay taxes.
−Removed: We intend to use substantially all of the funds held in the trust account, including
−Removed: any amounts representing interest earned on the trust account to complete our initial business combination.
−Removed: In December 2022, we withdrew
−Removed: interest of $754,873 to pay franchise and income taxes.
−Removed: We estimate our annual franchise tax obligations, based on the number of shares
−Removed: of our common stock authorized and outstanding after the completion of the IPO, to be $200,000, which is the maximum amount of annual
−Removed: 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
−Removed: account or from interest earned on the funds held in our trust account and released to us for this purpose.
−Removed: Our annual income tax obligations
−Removed: depend on the amount of interest and other income earned on the amounts held in trust account.
−Removed: The interest earned on the amount in the
−Removed: trust account has been and we expect it will continue to be sufficient to pay our income taxes.
−Removed: To the extent that our capital stock
−Removed: or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the
−Removed: trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
−Removed: and pursue our growth strategies.
−Removed: of June 30, 2023, we had available cash of $542,033.
−Removed: We have used and will continue to use these funds to identify and evaluate target
−Removed: businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations
−Removed: of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective
−Removed: target businesses, and structure, negotiate and complete an initial business combination.
+Added: Interest income
+Added: earned on the balance in the trust account may be available to us to pay taxes.
+Added: We intend to use substantially all of the funds held
+Added: in the trust account, including any amounts representing interest earned on the trust account to complete our initial business combination.
+Added: In December 2022, we withdrew interest of $754,873 to pay franchise and income taxes.
+Added: We estimate our annual franchise tax obligations,
+Added: 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
+Added: the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from the
+Added: 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.
+Added: Our annual income tax obligations depend on the amount of interest and other income earned on the amounts held in trust account.
+Added: 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.
+Added: To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination,
+Added: the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or
+Added: businesses, make other acquisitions and pursue our growth strategies.
+Added: of September 30, 2023, we had available cash of $357,478.
+Added: We have used and will continue to use these funds to identify and evaluate
+Added: target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
+Added: locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of
+Added: 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,
47 unchanged sentences
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
−Removed: 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,
+Added: of September 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:
31 unchanged sentences
funds in cash in an interest-bearing demand deposit account at a bank.
+Added: November 2, 2023, the Company executed a Loan Agreement with each of Greentree Financial Group, Inc.
+Added: and Finuvia, LLC (together, the
+Added: “PIPE Investors”).
+Added: Pursuant to the terms and conditions of the loan agreements, we shall issue the PIPE Investors up to $8,000,000
+Added: in principal amount of convertible notes (the “Convertible Notes”) and warrants (the “Warrants”) to purchase
+Added: 727,273 shares of Class A common stock of the Company (the “New TruGolf”) after the closing of the Trugolf Business Combination.
+Added: The Loan Agreement contemplates funding of the investment (the “Investment”) across three tranches:
+Added: (i) The first closing
+Added: amount of $2,110,000 in the aggregate, will be invested upon the closing of the Trugolf Business Combination and the satisfaction of
+Added: other closing conditions, which will be the first closing date of the Investment (the “First Closing Date”), in exchange
+Added: for Convertible Notes to be issued by the Company following the closing of Trugolf Business Combination in the principal amount of $2,400,000
+Added: reflecting a 10% original issue discount to the face amount thereof and $25,000 allowance for each PIPE Investor’s legal fees.
+Added: Further, all of the Warrants shall also be issued on the First Closing Date;
+Added: (ii) The second closing amount of $2,160,000, in the aggregate,
+Added: will be invested within three business days from New TruGolf filing certain registration statement, which will be the second closing
+Added: date of the Investment (the “Second Closing Date”), in exchange for Convertible Notes to be issued by New TruGolf in the
+Added: principal amounts of $2,400,000, reflecting a 10% original issue discount to the face amount thereof;
+Added: provided that all conditions to
+Added: the PIPE Investors’ and New TruGolf’s obligations set forth in the transaction documents have been satisfied or waived prior
+Added: to the Second Closing Date, and the respective obligations to consummate the Second Closing shall be contingent on certain stockholder
+Added: approval and New TruGolf exercising its discretion to enter into the to second tranche of the Investment;
+Added: and (iii) The third closing
+Added: amount of $2,880,000, in the aggregate, will be invested within three business days of certain registration statement being declared
+Added: effective, which will be the third closing date of the Investment (the “Third Closing Date”), in exchange for Convertible
+Added: Notes to be issued by New TruGolf in the principal amount of $3,200,000, reflecting a 10% original issue discount to the face amount
+Added: provided that all conditions to the PIPE Investors’ and New TruGolf’s obligations set forth in the transaction documents
+Added: have been satisfied or waived prior to the Third Closing Date, and the respective obligations to consummate the Third Closing shall be
+Added: contingent on certain stockholder approval and New TruGolf exercising its discretion to enter into the to third tranche of the Investment.
+Added: Convertible Note will mature on the date that is five years from each respective closing date (the “Maturity Date”) and is
+Added: convertible at any time at the holder’s option at a conversion price of the lower of $10 per share or the lowest of New TruGolf’s
+Added: VWAP for the 10 consecutive trading days following the date of the closing of the Trugolf Business Combination, subject to adjustment
+Added: and a floor price of $5.00 per share (the “Conversion Price”).
+Added: New TruGolf may, at its option, at any time and from time
+Added: to time, prepay all or any part of the principal balance of the Convertible Notes before the Maturity Date subject to certain notice
+Added: requirements.
+Added: If New TruGolf or any subsidiary thereof, as applicable, at any time while a Convertible Note is outstanding, shall sell
+Added: or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale,
+Added: grant or any option to purchase or other disposition) any Class A common stock of New TruGolf or securities entitling any person or entity
+Added: to acquire shares of New TruGolf’s Class A common stock (upon conversion, exercise or otherwise), at an effective price per share
+Added: less than the Conversion Price then the Conversion Price shall be reduced at the option of the PIPE Investor to the same base share price
+Added: as the new investment.
+Added: Additionally,
+Added: on each date in which a conversion occurs, New TruGolf shall pay to the PIPE Investors in New TruGolf’s Class A common stock (the
+Added: “Make-Whole Shares”) the sum of (A) all accrued interest on the Convertible Notes to date plus (B) all interest that would
+Added: otherwise accrued on such principal amount of the Convertible Notes if such converted principal would be held to the Maturity Date (the
+Added: “Make-Whole Amount”) at the Interest Conversion Rate (as defined below).
+Added: However, New TruGolf shall have the ability to elect
+Added: to pay the Make-Whole Amount in cash or in Make-Whole Shares at the Interest Conversion Rate if New New TruGolf’s Class A common
+Added: stock’s VWAP is less than $6.00 per share for 5 consecutive trading days ending on the trading day that is immediately prior to
+Added: the make-whole payment.
+Added: shall accrue on the aggregate unconverted and then outstanding principal amount of the Convertible Notes at a rate of 10% per annum,
+Added: payable quarterly on January 1, April 1, July 1 and October 1.
+Added: If New TruGolf’s Class A common stock’s VWAP is greater than
+Added: or equal to $6.00 per share for five consecutive trading days prior to the interest payment date, the PIPE Investor may elect to receive
+Added: interest payments in cash, or New TruGolf’s Class A common stock with an effective interest rate of 15% per annum and a conversion
+Added: rate of 90% of the lowest VWAP for the 5 consecutive trading days ending on the trading day that is immediately prior to the date on
+Added: which interest is paid in New TruGolf’s Class A common stock (adjusted for share splits, share dividends or similar events) (the
+Added: “Interest Conversion Rate”).
+Added: If New TruGolf’s Class A common stock’s VWAP is less than $6.00 per share for five
+Added: consecutive trading days immediately prior to the interest payment date, New TruGolf may elect to pay the interest payments in cash or
+Added: New TruGolf’s Class A common stock at the Interest Conversion Rate, in its sole discretion.
+Added: additional consideration for the purchase of the Convertible Notes, New TruGolf will issue to the PIPE Investors, on the First Closing
+Added: Date, the Warrants to purchase 727,273 shares of New TruGolf’s Class A common stock (such shares, the “Warrant Shares”)
+Added: at the exercise price of $13.00 per Warrant Share (the “Exercise Price”).
+Added: If New TruGolf or any subsidiary thereof, as applicable,
+Added: at any time while the Warrants are outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or
+Added: otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any New TruGolf’s
+Added: Class A common stock or securities entitling any person or entity to acquire shares of New TruGolf’s Class A common stock (upon
+Added: conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price then the Exercise Price shall be
+Added: reduced at the option of the PIPE Investor to the same base share price as the new investment.
+Added: Further, subject to a floor price of $5.00,
+Added: as adjusted, the Exercise Price shall be adjusted to one hundred thirty percent (130%) of the lowest VWAP for the 10 consecutive trading
+Added: days following the date of the closing of the Trugolf Business Combination.
+Added: The Warrants are exercisable for a period of five years and
+Added: will be subject to cashless exercise if on or after 90 days from the Warrants’ issue date, there is no effective registration statement
+Added: registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the PIPE Investors.
+Added: conjunction with the Investment, the parties shall enter into a registration rights agreement (the “Registration Rights Agreement”).
+Added: In accordance with the terms and conditions of the Registration Rights Agreement, New TruGolf shall prepare and file with the SEC, to
+Added: the extent permitted under the applicable law and by the Commission, within 30 days from the Closing of the Trugolf Business Combination
+Added: to New TruGolf’s Class A common stock underlying all of the Convertible Notes and Warrants issuable hereunder, assuming the full
+Added: conversion of the Convertible Notes into shares of New TruGolf’s Class A common stock and the payment of all interest on the Convertible
+Added: Notes in shares of New TruGolf’s Class A common stock at the “floor” price set forth in the Notes and the Warrant.
Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after
27 unchanged sentences
Sheet Financing Arrangements
−Removed: have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023.
−Removed: We do not participate
−Removed: in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest
−Removed: entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
−Removed: We have not entered into
−Removed: any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
−Removed: or purchased any non-financial assets.
+Added: have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023.
+Added: not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as
+Added: variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
+Added: not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments
+Added: 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
15 unchanged sentences
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.