What changed in this filing

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Item 1. Financial Statements

2024-02-14 compared with 2023-11-13 · 303 added, 173 removed, 530 unchanged (47% of the section changed)

Financial Statements

Medicine Acquisition Corp.

Holdings, Inc.

Deep Medicine Acquisition Corp.

Balance Sheets

and marketable securities held in Trust Account

6 unchanged sentences

non-current liabilities

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,

stock subject to possible redemption, 574,764 shares at $ 11.37 per share and 830,210 shares at $ 10.83 per share as of December 31,

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

stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued and outstanding as of December 31, 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 December 31, 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

B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, - 0 - shares issued and outstanding as of December 31, 2023 and March

paid-in capital

5 unchanged sentences

Liabilities and Stockholders’ (Deficit)

accompanying notes are an integral part of unaudited financial statement

MEDICINE ACQUISITION CORP.

of Operations

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

accompanying notes are an integral part of unaudited consolidated financial statement

Holdings, Inc.

Deep Medicine Acquisition Corp.

Statements of Operations

the Three Months Ended

December 31, 2023

the Three Months Ended

December 31, 2022

the Nine Months Ended

December 31, 2023

the Nine Months Ended

December 31, 2022

and administrative expenses

operating expense

Officers compensation

Franchise taxes

General and administrative expenses

Total operating expense

Investment income (loss) on investments held in Trust Account

Total other income

Net (loss) before income tax

Net income (loss)

income (loss) on investments held in Trust Account

(loss) before income tax

income (loss)

Net (loss) per share

Basic and diluted - Class A

Basic and diluted - Class B

Weighted average number of shares

Basic and diluted - Class A

Basic and diluted - Class B

accompanying notes are an integral part of unaudited financial statement

Medicine Acquisition Corp.

of Changes in Stockholders’ (Deficit)

Preferred Stock

Class A Common Stock

Class B Common Stock

Additional Paid-in

Balance, March 31, 2022

and diluted - Class A

and diluted - Class B

Weighted average

number of shares

and diluted - Class A

and diluted - Class B

accompanying notes are an integral part of unaudited consolidated financial statement

Holdings, Inc.

Deep Medicine Acquisition Corp.

Statement of Changes in Stockholders’ (Deficit)

A Common Stock

B Common Stock

March 31, 2022

$ ( 3,776,318 )

3 unchanged sentences

$ ( 3,930,360 )

Accretion for Class A common stock to redemption amount

for Class A common stock to redemption amount

Balance, September

1 unchanged sentence

$ ( 4,559,363 )

from Class B to Class A

( 3,162,500 )

for Class A common stock to redemption amount

( 1,771,251 )

Balance, December

$ ( 5,753,641 )

$ ( 5,753,263 )

Balance, March 31,

1 unchanged sentence

$ ( 6,440,256 )

Accretion for Class A common stock to redemption amount

for Class A common stock to redemption amount

Balance, June 30,

1 unchanged sentence

$ ( 7,012,356 )

Accretion for Class A common stock to redemption amount

for Class A common stock to redemption amount

Balance, September

1 unchanged sentence

$ ( 7,373,389 )

accompanying notes are an integral part of unaudited financial statement

Medicine Acquisition Corp.

of Cash Flows

Six Months Ended

September 30, 2023

Six Months Ended

September 30, 2022

flows from operating activities:

$ ( 7,373,767 )

$ ( 7,373,389 )

for Class A common stock to redemption amount

income (loss)

Balance, December

$ ( 7,789,256 )

$ ( 7,788,878 )

$ ( 7,789,256 )

$ ( 7,788,878 )

accompanying notes are an integral part of unaudited consolidated financial statement

Holdings, Inc.

Deep Medicine Acquisition Corp.

Statements of Cash Flows

the Nine Months Ended

December 31, 2023

the Nine Months Ended

December 31, 2022

flows from operating activities:

$ ( 891,865 )

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

income earned on investments held in Trust Account

( 1,728,701 )

in operating assets and liabilities:

2 unchanged sentences

flows from investing activities:

for taxes payments

released from trust account

of cash in Trust Account

( 1,265,000 )

cash provided by (used in) investing activities

2 unchanged sentences

( 2,914,230 )

from loans payable

( 121,034,650 )

from extension loan - related parties

1 unchanged sentence

( 2,714,230 )

( 119,769,650 )

increase/(decrease) in cash and cash equivalents

7 unchanged sentences

for Class A common stock subject to possible redemption

The accompanying notes are an integral part of unaudited financial statement

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

1 - Basis of Presentation

accompanying unaudited financial statements of Deep Medicine Acquisition Corp.

(the “Company”) have been prepared in accordance

with the generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information

and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain information or footnote disclosures normally

included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the applicable rules and

regulations for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a comprehensive

presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited financial

payable for insurance premium

accompanying notes are an integral part of unaudited consolidated financial statement

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

1 - Basis of Presentation And Principles of Consolidation

of presentation

accompanying unaudited consolidated financial statements of TruGolf Holdings, Inc.

Deep Medicine Acquisition Corp.

and its subsidiaries (the “Company”) have been

prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”) for interim

financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain information or footnote

disclosures normally included in consolidated financial statements prepared in accordance

with GAAP have been condensed or omitted, pursuant to the applicable rules and regulations for interim financial reporting.

they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations,

or cash flows.

In the opinion of management, the accompanying unaudited consolidated financial

statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial

position, operating results and cash flows for the periods presented.

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 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.

accompanying unaudited consolidated financial statements should be read in conjunction with

the Annual Report on Form 10-K for the year ended March 31, 2023.

The interim results for the three and nine months ended December 31,

2023 are not necessarily indicative of the results to be expected for the year ending March 31, 2024 or for any future interim periods.

of consolidation

unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant intercompany

transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

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

October 25, 2023, the Company instructed the trustee to liquidate the investments held in the Trust Account (as defined below) 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.

of December 31, 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.

December 31, 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

1 unchanged sentence

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.

interest income from the cash and marketable securities held in the Trust Account.

January 31, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced

Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the “Merger Agreement”), by and

among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”),

Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder, Christopher

Jones, in the capacity as the Seller Representative thereunder, and TruGolf, Inc., a Nevada corporation (“TruGolf”).

result of the Closing and the transactions contemplated by the Merger Agreement, (i) Merger Sub merged with and into TruGolf (the “Merger”),

with TruGolf surviving the Merger as a wholly-owned subsidiary of the Company, and (ii) the Company’s name was changed from Deep

Medicine Acquisition Corp.

to TruGolf Holdings, Inc.

The Company’s Class A common stock commenced trading on the Nasdaq Global

Market LLC under the ticker symbol “TRUG” on February 1, 2024.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

as of the Closing Date, the Company’s fiscal year end automatically changed from March 31 to December 31.

This change aligns the

Company’s fiscal year and financial reporting periods with that of TruGolf, Inc.

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

21 unchanged sentences

held in the Trust Account, as described below.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

the closing of the IPO on October 29, 2021, cash of $ 764,101 was held outside of the Trust Account (as defined below) and was available

for working capital purposes.

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

As of December 31, 2023, the Company had available cash of $ 177,876 on its balance sheet and a working

capital deficit of $ 3,527,747 .

23 unchanged sentences

SEC on July 24, 2023.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

December 7, 2023, the Company, Merger Sub, the Purchaser Representative, the Seller Representative and TruGolf entered into that certain

First Amendment to Amended and Restated Agreement and Plan of Merger (the “Amendment”), pursuant to which the Restated Merger

Agreement was amended to (i) reflect the increase in the voting rights of the Class B common stock of TruGolf and the New TruGolf Class

B Common Stock (as defined in the Original Merger Agreement) from ten (10) votes per share to twenty five (25) votes per share, and (ii)

decrease the size of the board of directors of the post-closing company from seven members to five members, with the number of board

members designated by DMAQ decreased from three members to one member.

For additional information on the Amendment, refer to the Company’s

Current Report on Form 8-K as filed with the SEC on December 7, 2023.

Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market

20 unchanged sentences

the Business Combination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to (i) waive its redemption

8 unchanged sentences

defined below).

In addition, the Sponsor has agreed to vote any share it held in favor of the Business Combination.

In addition, the Sponsor has agreed to vote any shares it held in favor of the Business Combination.

Additionally,

1 unchanged sentence

for or against a proposed Business Combination.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Notwithstanding

45 unchanged sentences

execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “2022 Special

31 unchanged sentences

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

January 26, 2024, the Company held a special meeting of stockholders (the “2024 Special Meeting ”), at which the Company’s

stockholders approved a charter amendment to extend the date by which the Company must consummate its initial Business Combination from

January 29, 2024 to July 29, 2024, or such earlier date as determined by the Company’s board of directors (the “Fourth Extension”)

(the 33-month period, from the closing of the IPO to July 29, 2024 (or such earlier date as determined by the board), as extended by

the Fourth Extension, unless further extended pursuant to the Company’s Charter, that the Company has to consummate an initial

Business Combination, the “Combination Period”).

The Charter amendment approved on the 2024 Special Meeting was filed with

the Secretary of State of the State of Delaware on January 29, 2024.

On the 2024 Special Meeting, the Company’s stockholders holding

943 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 $ 10,845 (approximately $ 11.50 per share) was removed from the Company’s Trust Account to pay such holders.

Agreement and Business Combination Marketing Agreement (“BCMA”)

Company engaged I-Bankers as the representative of the underwriters (the “Underwriters”) in the IPO of the Company’s

5 unchanged sentences

upon the consummation of the IPO (exclusive of any applicable finders’ fees which might become payable).

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

the closing of the IPO, the Company issued to I-Bankers a five-year warrant to purchase 632,500 Shares of Class A common stock, equal

2 unchanged sentences

In addition, I-Bankers was issued 101,200 shares of Class A common stock upon the consummation of IPO (“Representative

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business

4 unchanged sentences

that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

November 17, 2023, the Company and I-Bankers executed an amendment to the BCMA (the “BCMA Amendment”), pursuant to which

I-Bankers’ fee due at the Closing was amended to provide that I-Bankers will receive:

(i) $ 2,000,000 in cash and (ii) 212,752 New

TruGolf Class A Common Shares.

and Capital Resources

6 unchanged sentences

the Business Combination.

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

of December 31, 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

25 unchanged sentences

be obligated personally for any obligations or liabilities of the note.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

14 unchanged sentences

include any adjustments that might result from the outcome of this uncertainty.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Concern and Management’s Plan

7 unchanged sentences

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 unaudited financial statements are issued.

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

a Business Combination will be successful or successful within the Combination Period.

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.

January 31, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced

Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the “Merger Agreement”).

expects that its Class A common stock will begin to trade on the Nasdaq Global Market LLC under the ticker symbol “TRUG”

on or about February 1, 2024.

Company has incurred continuing losses from its operations and has an accumulated deficit of $ 7,789,256 as of December 31, 2023.

Company has no operating income and incurs continuing operating expenses.

There are no assurances the Company will be able to raise capital

on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs and required

debt service.

If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of

its business, which could harm its financial condition and operating results.

conditions raise substantial doubt about the Company’s ability to continue ongoing operations.

consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

3 - Recent Accounting Pronouncements

5 unchanged sentences

are carried at cost, which approximates fair value.

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

The Company had cash of $ 177,876 and $ 595,536 on its balance sheet as of December

31, 2023 and March 31, 2023, respectively.

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

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

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

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

5 - Marketable Securities Held in Trust Account

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

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

and $ 9,160,803 , respectively.

As of December 31, 2023 and March 31, 2023, the marketable securities held in the Trust Account were $ 6,703,330 and

$ 9,160,803 , respectively.

6 - Common Stock Subject to Possible Redemption

17 unchanged sentences

additional paid-in capital and accumulated deficit.

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

December 31, 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

$ 126,500,000

stock issuance costs

( 2,855,000 )

Remeasurement

1 unchanged sentence

stock subject to possible redemption, March 31, 2022

$ 127,765,000

for redemption

4 unchanged sentences

for redemption

( 2,914,230 )

deposit for extension

1 unchanged sentence

of carrying value to redemption value

stock subject to possible redemption, September 30, 2023

stock subject to possible redemption, December 31, 2023

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

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 and six months ended September 30, 2023 and 2022, the Company did not have any dilutive securities and other

During the three and nine months ended December 31, 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.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

of Diluted Loss Per Share of Common Stock

Three Months Ended

September 30, 2023

December 31, 2023

Three Months Ended

September 30, 2022

$ ( 270,346 )

$ ( 165,559 )

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

Six Months Ended

September 30, 2023

Six Months Ended

September 30, 2022

December 31, 2022

(loss) income

$ ( 359,954 )

and diluted loss per share – Class A

and diluted loss per share – Class B

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

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

Nine Months Ended

December 31, 2023

Nine Months Ended

December 31, 2022

$ ( 891,865 )

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

and diluted loss per share – Class A

and diluted loss per share – Class B

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

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

8 – Loan payable

5 unchanged sentences

be obligated personally for any obligations or liabilities of the note.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

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.

December 7, 2023, the Company executed additional Loan Agreements in substantially the same form (together, the “Loan Agreements”)

with each of Li Holding, Inc., a Florida corporation, L&H, Inc., a Nevada corporation, and JAK Opportunities VI, LLC, a Delaware

limited liability company, (together, the “PIPE Investors”).

Pursuant to the terms and conditions of the Loan Agreements,

the Company shall issue the PIPE Investors up to an aggregate of $ 5,000,000 in principal amount of convertible notes and warrants to

purchase an aggregate of 454,545 shares of Class A common stock of the Company after the closing (the “Closing”) of the business

combination between the Company and TruGolf (the “Business Combination”) pursuant to the Merger Agreement, as amended.

Additionally,

on December 7, 2023, the Company and Finuvia, LLC entered into an Amended and Restated Loan Agreement (the “Finuvia Loan Agreement”)

to amend and restate the original loan agreement entered between them as of November 2, 2023 to reduce the principal amount of the convertible

notes from up to $ 2,500,000 to up to $ 500,000 and reduce the amount warrants to purchase Class A common stock of the Company from 227,273

The total PIPE investment from the November 2, 2023 investments and the December 7, 2023 investments was up to an aggregate

of $ 11,000,000 in the principal amount of the convertible notes and warrants to purchase an aggregate of 1,000,000 Class A common stock

of the Company.

For additional information, refer to

the Company’s Current Report on Form 8-K as filed with the SEC on December 7, 2023.

9 - Related Party Transactions

Expenses - Related Parties

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.

the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month starting from

August 1, 2020, and the Company’s officers and directors an aggregate of 300,000 post Business Combination shares within 10 days

following a Business Combination, with the same lock-up restrictions and registration rights as the Founder Shares.

The fair value of

this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of $ 0.02 per share.

As of 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.

of December 31, 2023 and March 31, 2023, the Company had accrued expenses – related parties in amount of $ 6,000 , which was in connection

with the accrued non-cash compensation to the Company’s management and directors.

Pursuant to the executed Offer Letters, the Company

agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month starting from August 1, 2020, and the Company’s

officers and directors an aggregate of 300,000 post Business Combination shares within 10 days following a Business Combination, with

the same lock-up restrictions and registration rights as the Founder Shares.

The fair value of this stock issuance was determined by

the fair value of the Company’s Common Stock on the grant date, at a price of $ 0.02 per share.

As of December 31, 2023 and March

31, 2023, the accrued expenses related to the cash compensation to the Company’s Chief Financial Officer was $ 0 .

Payable – Related Party

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

of December 31, 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.

of December 31, 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.

5 unchanged sentences

These amounts will be repaid upon completion of an initial Business Combination.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

October 15, 2022, the Company issued the Sponsor Affiliate Notes in an aggregate principal amount of $ 1,265,000 to the Sponsor Affiliates,

10 unchanged sentences

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

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Capital Loans

15 unchanged sentences

to such loans.

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

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

10 - Commitments and Contingency

13 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Company had granted the Underwriters a 30-day option from the date of IPO to purchase up to 1,650,000 additional Units to cover over-allotments,

6 unchanged sentences

of the Business Combination.

November 17, 2023, the Company and I-Bankers executed an amendment to the BCMA (the “BCMA Amendment”), pursuant to which

I-Bankers’ fee due at the Closing was amended to provide that I-Bankers will receive:

(i) $ 2,000,000 in cash and (ii) 212,752 New

TruGolf Class A Common Shares.

11 - Stockholders’ Equity

2 unchanged sentences

shares of preferred stock (the “Preferred Stock”).

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

of September 30, 2023 and March 31, 2023, no shares of Preferred Stock were issued or outstanding.

of December 31, 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,

of December 31, 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.

of December 31, 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

11 unchanged sentences

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

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

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

38 unchanged sentences

29, 2021 pursuant to FINRA Rule 5110(e)(1).

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Representative Warrants grants to holders demand and “piggy back” rights for periods of five and seven years from October

14 unchanged sentences

days immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1).

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

12 - Fair Value Measurements

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

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

31, 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

September 30, 2023

March 31, 2023

Marketable securities held in Trust Account

securities held in Trust Account

13 - Subsequent Events

2 unchanged sentences

in the financial statements other than the followings:

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.

January 19, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”), at which holders of 3,952,979 shares

of the Company’s Class A common stock were present in person or by proxy, constituting a quorum for the transaction of

business at the Special Meeting.

Stockholders holding 378,744 of

the Company’s 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, $ 4,355,556 (approximately

share) was removed from the Trust Account to pay such holders.

In addition, in connection with the January 26, 2024 meeting to amend

certain provisions of DMAQ’s corporate documents allowing DMAQ to extend its existence, an additional 943 shares were redeemed

resulting in the removal of an additional $ 10,845 (approximately $ 11.50 per share) from the trust account.

January 31, 2024, the Company issued a press release announcing that on January 31, 2024, it consummated the business combination (the

“Closing”) contemplated by the previously announced Amended and Restated Agreement and Plan of Merger, dated as of July 21,

2023 (as amended, the “Merger Agreement”), by and among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned

subsidiary of the Company (“Merger Sub”), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity

as the Purchaser Representative thereunder, Christopher Jones, in the capacity as the Seller Representative thereunder, and TruGolf,

Inc., a Nevada corporation (“TruGolf”).

As a result of the Closing and the transactions contemplated by the Merger Agreement,

(i) Merger Sub merged with and into TruGolf (the “Merger”), with TruGolf surviving the Merger as a wholly-owned subsidiary

of the Company, and (ii) the Company’s name was changed from Deep Medicine Acquisition Corp.

to TruGolf Holdings, Inc.

The Company’s

Class A common stock commenced trading on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024.

as of the Closing Date, the Company’s fiscal year end automatically changed from March 31 to December 31.

This change aligns the

Company’s fiscal year and financial reporting periods with that of TruGolf, Inc.

connection with the completion of the Business Combination, on the Closing Date, the Company issued TruGolf shareholders 5,750,274 shares

of Class A common stock and 1,716,860 shares of Class B common stock pursuant to the Merger Agreement.

On the Closing date, the Company

issued 212,752 Class A Common Shares to I-Bankers pursuant to the amendment to the BCMA;

On the Closing date, 280,000 Class

A Common Shares were issued to the Company’s former officers and directors;

On the Closing date, 1,316,950

Class A Common shares were issued upon the 13,169,500 rights conversion.

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