What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-02-14 compared with 2023-11-13 · 202 added, 166 removed, 316 unchanged (54% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Deep

Medicine Acquisition Corp.

References to our “management” or our “management team” refer to our officers and

directors, and references to the “Sponsor” refer to Bright Vision Sponsor LLC.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes

thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to TruGolf

Holdings, Inc., f/k/a Deep Medicine Acquisition Corp.

References to our “management” or our “management team”

refer to our officers and directors, and references to the “Sponsor” refer to Bright Vision Sponsor LLC.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements

and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

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For additional information, refer to our Current Report on Form 8-K as filed with the SEC on November 2,

December 7, 2023, we 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,

we 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 our Class A common stock after the closing (the “Closing”) of the business combination

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

Additionally, on December

7, 2023, we 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 our Class A common stock from 227,273 to 45,455.

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 our Class A common stock.

additional information, refer to our Current Report on Form 8-K as filed with the SEC on December 7, 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 $11.50 per share) was

removed from the Trust Account to pay such holders.

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.

of our Combination Period and Founder Conversion

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

Following the redemptions in connection with the 2023 Special

Meeting, we had 4,357,964 shares of Class A common stock issued and outstanding, including 574,764 public shares as of September 30,

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.

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

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requirements.

a result of the Closing and the transactions contemplated by the Merger Agreement, the Company’s Class A common stock commenced

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

Business Combination

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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.

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.

of Operations

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

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,

compared to $552,164 and $667,577 for the three and six months ended September 30, 2022, respectively.

There has been no significant

change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements

contained elsewhere in this Report.

After the IPO, we incurred and expect to continue to incur increased expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence

on prospective business combination candidates.

Our expenses have increased substantially after the closing of the IPO.

the three and six months ended September 30, 2023, we had a net loss of $270,346 and $531,911, respectively, which consisted of operating

and cash equivalents after the IPO in amount of $55,535 and $256,757 for the three and nine months ended December 31, 2023, respectively,

compared to $1,061,124 and $1,728,701 for the three and nine months ended December 31, 2022, respectively.

There was no significant change

in our financial or trading position and no material adverse change occurred as of December 31, 2023.

After the IPO, we incurred and

expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and

auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

Our expenses have

increased substantially after the closing of the IPO.

the three and nine months ended December 31, 2023, we had a net loss of $359,954 and $891,865, respectively, which consisted of operating

costs of $415,489 and $1,148,622, respectively, offset by interest earned on marketable securities held in the trust account of $55,535

and $256,757, respectively.

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

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

costs of $415,358 and $1,402,914, respectively, offset by interest earned on marketable securities held in the trust account of $1,061,124

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and Capital Resources

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.

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

of $3,469,736 and $2,795,069, respectively, and total current assets of $7,005,273 and $9,776,747, respectively.

As of September 30,

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

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

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

had cash of $177,876 on our balance sheet as of December 31, 2023, compared to cash of $595,536 as of March 31, 2023.

As of December

31, 2023 and March 31, 2023, we had total current liabilities of $3,705,623 and $2,795,069, respectively, and total current assets of

$6,881,206 and $9,776,747, respectively.

As of December 31, 2023, we had working capital deficit of $3,527,747, a decrease in working

capital by $1,348,622 as compared to March 31, 2023, primarily as a result of a decrease in cash and prepaid expenses and an increase

in total current liabilities.

increase in accrued expenses as of December 31, 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.

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2022 Special Meeting, and in July 2023 in connection with the 2023 Special Meeting, cash and marketable securities held in trust account

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

decreased to $6,703,330 as of December 31, 2023, after $121,034,650 (approximately $10.24 per share) and $2,914,230 (approximately $11.41

per share) were removed from our trust account to pay such redeeming holders in connection with the Second Extension and the Third Extension,

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the business combination will be successful.

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,

the nine months ended December 31, 2023, cash used in operating activities amounted to $417,660, mainly due to the net loss of $891,865,

and the unrealized income earned on investment held in the trust account in amount of $256,757, offset by the decrease in prepaid expenses

by $20,408 and the increase in accrued expenses by $380,050, plus $10,000 increase in accrued expenses to related parties.

Comparatively,

cash used in operating activities amounted to $362,426 during the six months ended September 30, 2022, mainly due to the net loss of

$319,979, plus the decrease in accrued expenses to related parties by $10,000, offset by the decrease in prepaid expenses by $135,329

and the increase in accrued expenses by $499,801.

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

account in the amount of $2,914,230 (approximately $11.41 per share) to pay the redeeming stockholders in connection with the 2023 Special

Meeting, offset by the investment of the investment of $200,000 in the trust account, which was a partial payment pursuant to the Second

by $20,408 and the increase in accrued expenses by $710,554.

Comparatively, cash used in operating activities amounted to $669,795 during

the nine months ended December 31, 2022, mainly due to the unrealized income earned on investment held in the Trust Account in amount

of $1,728,701, and the decrease in accrued expenses to related parties by $15,000, offset by the net income of $257,372, the decrease

in prepaid expenses by $233,673 and the increase in accrued expenses and taxes payable by $514,446 and $68,415.

flow of $2,714,230 provided by investing activities during the nine months ended December 31, 2023 was due to the release

from the trust account in the amount of $2,914,230 (approximately $11.41 per share) to pay the redeeming stockholders in connection with

the 2023 Special Meeting, offset by the investment of $200,000 in the trust account, which was a partial payment pursuant to the Second

Sponsor Affiliate Note in connection with the Second Extension (under which a monthly payment of $50,000 should be deposited into the

trust account after January 29, 2023 ).

flow of $2,629,613 used in financing activities during the six months ended September 30, 2023 was due to the proceeds from a third party

loan of $84,617 to pay the premium for the Company’s director and officer insurance, and the proceeds from the Second Sponsor Affiliate

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

in July 2023 in connection with the 2023 Special Meeting.

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

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

Comparatively, cash flow of $120,524,523 provided by investing activities during the

nine months ended December 31, 2022 was due to the distribution from the trust account in amount of $754,873 for taxes payments, plus

the release from the trust account in the amount of 121,034,650 (approximately $10.24 per share) to pay the redeeming stockholders in

connection with the 2022 Special Meeting, offset by the investment of $1,265,000 in the trust account, which was an aggregate principal

amount of the Sponsor Affiliate Notes in connection with the First Extension to extend the Initial Business Combination from October

29, 2022 to January 29, 2023.

flow of $2,714,230 used in financing activities during the nine months ended December 31, 2023 was due to the proceeds from the Second

Sponsor Affiliate 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 in July 2023 in connection with the 2023 Special Meeting.

Comparatively, cash flow of $119,769,650 used in financing

activities during the nine months ended December 31, 2022 was due to the proceeds from the Sponsor Affiliate Notes totaled $1,265,000

as discussed above, offset by the cash of $121,034,650 removed from the trust account to pay the redeeming stockholders in December 2022

in connection with the 2022 Special Meeting.

of December 31, 2023, we had cash and marketable securities held in the trust account of $6,703,330, after the $121,034,650 (approximately

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

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businesses, make other acquisitions and pursue our growth strategies.

of September 30, 2023, we had available cash of $357,478.

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

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

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

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

of December 31, 2023, we had available cash of $177,876.

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

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

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

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

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

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Party Transactions

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

Upon completion of

our initial Business Combination or our liquidation, we will cease paying these monthly fees.

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

Upon completion

of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

We will also issue to our officers and

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

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,

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, as discussed below:

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

November 2, 2023, the Company executed a Loan Agreement with each of Greentree Financial Group, Inc.

and Finuvia, LLC (together, the

“PIPE Investors”).

Pursuant to the terms and conditions of the loan agreements, we shall issue the PIPE Investors up to $8,000,000

in principal amount of convertible notes (the “Convertible Notes”) and warrants (the “Warrants”) to purchase

727,273 shares of Class A common stock of the Company (the “New TruGolf”) after the closing of the Trugolf Business Combination.

The Loan Agreement contemplates funding of the investment (the “Investment”) across three tranches:

(i) The first closing

amount of $2,110,000 in the aggregate, will be invested upon the closing of the Trugolf Business Combination and the satisfaction of

other closing conditions, which will be the first closing date of the Investment (the “First Closing Date”), in exchange

for Convertible Notes to be issued by the Company following the closing of Trugolf Business Combination in the principal amount of $2,400,000

reflecting a 10% original issue discount to the face amount thereof and $25,000 allowance for each PIPE Investor’s legal fees.

Further, all of the Warrants shall also be issued on the First Closing Date;

(ii) The second closing amount of $2,160,000, in the aggregate,

will be invested within three business days from New TruGolf filing certain registration statement, which will be the second closing

date of the Investment (the “Second Closing Date”), in exchange for Convertible Notes to be issued by New TruGolf in the

principal amounts of $2,400,000, reflecting a 10% original issue discount to the face amount thereof;

provided that all conditions to

the PIPE Investors’ and New TruGolf’s obligations set forth in the transaction documents have been satisfied or waived prior

to the Second Closing Date, and the respective obligations to consummate the Second Closing shall be contingent on certain stockholder

approval and New TruGolf exercising its discretion to enter into the to second tranche of the Investment;

and (iii) The third closing

amount of $2,880,000, in the aggregate, will be invested within three business days of certain registration statement being declared

effective, which will be the third closing date of the Investment (the “Third Closing Date”), in exchange for Convertible

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

provided that all conditions to the PIPE Investors’ and New TruGolf’s obligations set forth in the transaction documents

have been satisfied or waived prior to the Third Closing Date, and the respective obligations to consummate the Third Closing shall be

contingent on certain stockholder approval and New TruGolf exercising its discretion to enter into the to third tranche of the Investment.

Convertible Note will mature on the date that is five years from each respective closing date (the “Maturity Date”) and is

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

VWAP for the 10 consecutive trading days following the date of the closing of the Trugolf Business Combination, subject to adjustment

and a floor price of $5.00 per share (the “Conversion Price”).

New TruGolf may, at its option, at any time and from time

to time, prepay all or any part of the principal balance of the Convertible Notes before the Maturity Date subject to certain notice

requirements.

If New TruGolf or any subsidiary thereof, as applicable, at any time while a Convertible Note is outstanding, shall sell

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,

grant or any option to purchase or other disposition) any Class A common stock of New TruGolf or securities entitling any person or entity

to acquire shares of New TruGolf’s Class A common stock (upon conversion, exercise or otherwise), at an effective price per share

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

as the new investment.

Additionally,

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

“Make-Whole Shares”) the sum of (A) all accrued interest on the Convertible Notes to date plus (B) all interest that would

otherwise accrued on such principal amount of the Convertible Notes if such converted principal would be held to the Maturity Date (the

“Make-Whole Amount”) at the Interest Conversion Rate (as defined below).

However, New TruGolf shall have the ability to elect

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

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

the make-whole payment.

shall accrue on the aggregate unconverted and then outstanding principal amount of the Convertible Notes at a rate of 10% per annum,

payable quarterly on January 1, April 1, July 1 and October 1.

If New TruGolf’s Class A common stock’s VWAP is greater than

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

interest payments in cash, or New TruGolf’s Class A common stock with an effective interest rate of 15% per annum and a conversion

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

which interest is paid in New TruGolf’s Class A common stock (adjusted for share splits, share dividends or similar events) (the

“Interest Conversion Rate”).

If New TruGolf’s Class A common stock’s VWAP is less than $6.00 per share for five

consecutive trading days immediately prior to the interest payment date, New TruGolf may elect to pay the interest payments in cash or

New TruGolf’s Class A common stock at the Interest Conversion Rate, in its sole discretion.

additional consideration for the purchase of the Convertible Notes, New TruGolf will issue to the PIPE Investors, on the First Closing

Date, the Warrants to purchase 727,273 shares of New TruGolf’s Class A common stock (such shares, the “Warrant Shares”)

at the exercise price of $13.00 per Warrant Share (the “Exercise Price”).

If New TruGolf or any subsidiary thereof, as applicable,

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

otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any New TruGolf’s

Class A common stock or securities entitling any person or entity to acquire shares of New TruGolf’s Class A common stock (upon

conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price then the Exercise Price shall be

reduced at the option of the PIPE Investor to the same base share price as the new investment.

Further, subject to a floor price of $5.00,

as adjusted, the Exercise Price shall be adjusted to one hundred thirty percent (130%) of the lowest VWAP for the 10 consecutive trading

days following the date of the closing of the Trugolf Business Combination.

The Warrants are exercisable for a period of five years and

will be subject to cashless exercise if on or after 90 days from the Warrants’ issue date, there is no effective registration statement

registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the PIPE Investors.

conjunction with the Investment, the parties shall enter into a registration rights agreement (the “Registration Rights Agreement”).

In accordance with the terms and conditions of the Registration Rights Agreement, New TruGolf shall prepare and file with the SEC, to

the extent permitted under the applicable law and by the Commission, within 30 days from the Closing of the Trugolf Business Combination

to New TruGolf’s Class A common stock underlying all of the Convertible Notes and Warrants issuable hereunder, assuming the full

conversion of the Convertible Notes into shares of New TruGolf’s Class A common stock and the payment of all interest on the Convertible

Notes in shares of New TruGolf’s Class A common stock at the “floor” price set forth in the Notes and the Warrant.

November 2, 2023 and December 7, 2023, the Company executed loan agreements with certain investors (together, the “Prior Loan Agreements”)

pursuant to which such investors agreed to loan the Company up to an aggregate $11,000,000 in exchange for the issuance of convertible

notes and warrants.

On February 2, 2024, TruGolf Holdings, Inc.

executed a securities purchase agreement (the “Purchase Agreement”)

with each of the investors that executed the Prior Loan Agreements, which replaced, in their entirety, the Prior Loan Agreements, and

with additional investors (together, the “PIPE Investors”).

Pursuant to the terms and conditions of the Purchase Agreement,

the PIPE Investors agreed to purchase from the Company (i) senior convertible notes in the aggregate principal amount of up to $15,500,000

(the “PIPE Convertible Notes”), (ii) Series A warrants to initially purchase 1,409,091 shares of the Company’s Class

A common stock (the “Series A Warrants”);

and (iii) Series B warrants to initially purchase 1,550,000 shares of the Company’s

Class A common stock (the “Series B Warrants,” and collectively with the Series A Warrants, the “PIPE Warrants”)

(the “PIPE Financing”).

Purchase Agreement contemplates funding of the investment (the “Investment”) across multiple tranches.

At the first closing

(the “Initial Closing”) an aggregate principal amount of $4,650,000 of PIPE Convertible Notes will be issued upon the satisfaction

of certain customary closing conditions in exchange for aggregate gross proceeds of $4,185,000, representing an original issue discount

On such date (the “Initial Closing Date”), the Company will also issue the PIPE Investors the Series A Warrants and

the Series B Warrants.

to satisfying the conditions discussed below, the Company has the right under the Purchase Agreement, but not the obligation, to require

that the PIPE Investors purchase additional Notes at up to two additional closings.

Upon notice at any time after the 2nd trading day

following the Initial Closing Date, the Company may require that the PIPE Investors purchase an additional aggregate principal amount

of $4,650,000 of PIPE Convertible Notes, in exchange for aggregate gross proceeds of $4,185,000, if (i) the Registration Statement (as

described below) has been filed;

and (ii) certain customary closing conditions are satisfied (the “First Mandatory Additional Closing”).

Upon notice at any time after the 2nd trading day following the date that the First Mandatory Additional Closing is consummated, the

Company may require that the PIPE Investors purchase an additional aggregate principal amount of $6,200,000 of PIPE Convertible Notes,

in exchange for aggregate gross proceeds of $5,580,000, if (i) the shareholder approval is obtained (as described below);

(ii) the Registration

Statement has been declared effective by the SEC;

and (iii) certain customary closing conditions are satisfied (the “Second Mandatory

Additional Closing”).

addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon notice,

the Company sell to such PIPE Investor at one or more additional closings such PIPE Investor’s pro rata share of up to a maximum

aggregate principal amount of $10,850,000 in additional PIPE Convertible Notes (each such additional closing, an “Additional Optional

provided that, the principal amount of the additional PIPE Convertible Notes issued at each Additional Optional Closing

must equal at least $250,000.

If a PIPE Investor has not elected to effect an Additional Optional Closing on or prior to August 2, 2024,

such PIPE Investor shall have no further right to effect an Additional Optional Closing under the Purchase Agreement.

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

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

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

or third parties.

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

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

working capital needs.

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

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

(unless otherwise amended by stockholders).

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

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

be available.

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

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

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

combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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

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

Management plans to continue its efforts to consummate a business

combination during the Combination Period.

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.

These consolidated financial statements

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

Sheet Financing Arrangements

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

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

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

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023.

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

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

We have not entered

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

entities, or purchased any non-financial assets.

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

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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.

Accounting Policies

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What changed 10-Q

Item 2. Management’s Discussion and Analysis