What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-02-14 · 1717 added, 770 removed, 63 unchanged (98% of the section changed)

1 unchanged sentence

Holdings, Inc.

Deep Medicine Acquisition Corp.

Balance Sheets

and marketable securities held in Trust Account

to the Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Shareholder’s Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Current assets:

and Stockholders’ (Deficit)

expenses - related party

payable - related party

Cash and cash equivalents

Restricted cash

Marketable investment securities

Accounts receivable, net

Inventory, net

Prepaid expenses

Total current assets

Property and equipment, net

Capitalized software development costs, net

Right-of-use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

underwriting commissions

Accounts payable

Customer deposits

Notes payable, current portion

Notes payable to related parties, current portion

Notes payable

Line of credit, bank

Margin line of credit account

Convertible notes payable

Accrued interest

Accrued and other current liabilities

Accrued and other current liabilities - assumed in Merger

Lease liability, current portion

Total current liabilities

Non-current liabilities:

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 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 December 31, 2023 and March

paid-in capital

Notes payable, net of current portion

Note payables to related parties, net of current portion

Note payables

Notes payable assumed in the Merger

PIPE loan payable, net

Dividend notes payable

Gross sales royalty payable

Lease liability, net of current portion

Other liabilities

Total liabilities

Commitments and Contingencies

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value, 10 million share authorized;

zero shares issued and outstanding, respectively

Common stock - Series A, $ 0.0001 par value, 90 million shares authorized;

11,558,252 and 13,098 shares issued and outstanding, respectively.

Common stock - Series B, $ 0.0001 par value, 10 million shares authorized;

1,716,860 and 0 shares issued and outstanding, respectively.

Treasury stock at cost, 4,692 shares of common stock held, respectively

( 2,037,000 )

Stockholders’ (Deficit)

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit / losses

( 13,660,788 )

( 12,358,924 )

Liabilities and Stockholders’ (Deficit)

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

income (loss) on investments held in Trust Account

(loss) before income tax

income (loss)

Net (loss) per share

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

Total stockholders’ deficit

( 9,072,623 )

( 3,917,728 )

Balance, June 30,

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TRUGOLF HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

Revenues, net

Cost of revenues

Operating expenses:

Salaries, wages and benefits

Selling, general and administrative

Total operating expenses

(Loss) income from operations

( 4,904,520 )

Other (expenses) income:

Interest income

Interest expense

Loss on investment

Total other expense

Loss from operations before income taxes

( 1,301,864 )

for Class A common stock to redemption amount

Balance, September

( 5,351,177 )

Provision for income taxes

$ ( 1,301,864 )

from Class B to Class A

$ ( 5,351,177 )

for Class A common stock to redemption amount

Basic and diluted net loss per share attributable to common stockholders

Basic and diluted weighted average common shares

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TRUGOLF HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OTHER

COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31,

$ ( 1,301,864 )

$ ( 5,351,177 )

Other comprehensive income:

Unrealized gain in fair value of short-term investments

Comprehensive loss

$ ( 1,301,864 )

$ ( 5,339,263 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

Preferred Stock

Common Stock- Series A

Common Stock- Series B

Treasury Stock

Additional Paid-in

Accumulated Other Comprehensive

Stockholders’

Balance, December 31, 2022

1 unchanged sentence

$ ( 2,075,815 )

$ ( 3,430,759 )

Issuance of common stock for services

Unrealized gain in fair value of short term investments

( 5,351,177 )

Balance, March 31, 2023

1 unchanged sentence

( 7,426,992 )

for Class A common stock to redemption amount

Balance, June 30,

( 4,276,689 )

Balance, December 31, 2023

$ ( 2,037,000 )

for Class A common stock to redemption amount

Balance, September

$ ( 12,358,924 )

2 unchanged sentences

$ ( 12,358,924 )

for Class A common stock to redemption amount

income (loss)

Balance, December

$ ( 3,917,728 )

Realized gain in fair value of short term investments

Common stock exchanged in Merger

( 3,854,573 )

( 3,854,693 )

Common stock Series A exchanged and issued in Merger

Common stock Series B issued in Merger

( 1,301,864 )

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:

( 1,301,864 )

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

income earned on investments held in Trust Account

Balance, March 31, 2024

$ ( 2,037,000 )

in operating assets and liabilities:

expenses - related parties

cash used in operating activities

flows from investing activities:

for taxes payments

released from trust account

of cash in Trust Account

$ ( 13,660,788 )

cash provided by (used in) investing activities

flows from financing activities:

used for common stock redemption

$ ( 9,072,623 )

$ ( 2,037,000 )

from extension loan - related parties

cash provided by (used in) financing activities

$ ( 13,660,788 )

$ ( 9,072,623 )

increase/(decrease) in cash and cash equivalents

and cash equivalents at the beginning of the period

and cash equivalents at the end of the period

CASH FLOW INFORMATION:

paid for interest

paid for income taxes

INVESTING AND FINANCING ACTIVITIES:

Remeasurement

for Class A common stock subject to possible redemption

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 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

Company is a blank check company incorporated on July 8, 2020, under the laws of the State of Delaware for the purpose of entering into

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or

more businesses or entities (a “Business Combination”).

While the Company may, subject to certain limitations, pursue a Business

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

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

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

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

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

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

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

A common stock included in the Units, the “Public Shares”) at $ 10.00 per unit, which included 1,650,000 Units issued pursuant

to the full exercise by the Underwriters (as defined below) of their over-allotment option, and the private sale of an aggregate of 519,500

Units (the “Private Placement Units” and with respect to the shares of Class A common stock included in the Units, the “Private

Placement Shares”) to its sponsor, Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities, Inc.

(“I-Bankers”)

at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 5,195,000 to the Company that closed simultaneously

with the closing of the IPO.

On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class

A common stock and rights underlying the Units commenced trading separately.

On February 17, 2023, the Company’s securities were

transferred from Nasdaq Global Market to Nasdaq Capital Market (“Nasdaq”).

costs amounted to $ 7,282,500 consisting of $ 2,530,000 in cash of underwriting commissions, $ 4,427,500 of business combination marketing

fee, and $ 325,000 of other offering costs.

the closing of the IPO on October 29, 2021, the Company deposited $ 127,765,000 ($ 10.10 per Unit) from the proceeds of the IPO and certain

proceeds of the sales of Private Placement Units in the trust account (“Trust Account”), located in the United States and

invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,

as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that

holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds

held in the Trust Account, as described below.

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

capital deficit of $ 3,527,747 .

The Company’s management has broad discretion with respect to the specific application of the net

proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied

generally toward consummating a Business Combination.

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

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

(“TruGolf”), Bright Vision Sponsor LLC, a Delaware limited liability company, solely in the capacity as the representative

for certain stockholders of the Company (the “Purchaser Representative”), and Christopher Jones, an individual, solely in

the capacity as the representative for stockholders of TruGolf (the “Seller Representative”).

Pursuant to the Original Merger

Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby

(the “Closing”), Merger Sub will merge with and into TruGolf, with TruGolf surviving as a wholly-owned subsidiary of the

Company, and with TruGolf’s equity holders receiving shares of the Company’s common stock.

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

Agreement and Plan of Merger (as may be amended and/or restated from time to time, the “Restated Merger Agreement”) pursuant

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

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

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

and (ii) the per

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

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

in connection with the closing of this business combination.

The Restated Merger Agreement supersedes the Original Merger Agreement.

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

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

value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes,

if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive

agreement in connection with its initial Business Combination.

The Company will only complete a Business Combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target

business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act.

Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender

offer will be made by the Company.

The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held

in the Trust Account (initially $ 10.10 per share), calculated as of two business days prior to the completion of a Business Combination,

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax

The shares of Class A common stock are recorded at redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.”

to the Company’s second amended and restated certificate of incorporation, as amended (the “Charter”), the Company

will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such completion of a

Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of

the Business Combination.

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

rights with respect to any shares of Class A common stock held by them in connection with the completion of the Business Combination,

(ii) waive its redemption rights with respect to any shares of Class A common stock held by them in connection with a stockholder vote

to approve an amendment to the Charter (a) to modify the substance or timing of the Company’s obligation to redeem 100 % of the

Public Shares if the Company does not complete the Business Combination within the Combination Period (as defined below) or (b) with

respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its

rights to liquidating distributions from the Trust Account with respect to the shares of Class B common stock they initially purchased

in March 2021 (including the shares of the Company’s Class A common stock issued upon the conversion thereof, the “Founder

Shares”) or Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period (as

defined below).

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

Additionally,

each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote

for or against a proposed Business Combination.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s Charter provides that a public stockholder, together with any affiliate of such stockholder or

any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

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

19, 2022, an aggregate of $ 1,265,000 was deposited into the Company’s Trust Account to extend the Initial Business Combination

from October 29, 2022 to January 29, 2023 (the “First Extension”), which amount will be included in the pro rata amount (the

“Redemption Price”) distributed to (i) all of the holders of the Class A common stock sold in the Company’s IPO (“Public

Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection

with the consummation of the Company’s initial Business Combination.

If the Company is unable to complete a Business Combination

within the Combination Period (as defined below), the Company will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $ 50,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish

public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s

board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for

claims of creditors and the requirements of other applicable law.

Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails

to complete a Business Combination within the Combination Period (as defined below).

However, if the Sponsor acquires Public Shares in

or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period (as defined below).

The underwriters have agreed to waive their rights to their

business combination marketing fees (see Note 9) held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period (as defined below) and, in such event, such amounts will be included with the funds held in the Trust Account

that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share

value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.10 ).

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products

sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (1) $ 10.10 per Public Share or (2) such lesser amount per Public Share held

in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case

net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third

party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility

that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business,

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

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

At the 2022 Special Meeting, the Company’s stockholders approved amendments to the Charter to (i) extend the date

by which the Company must consummate its initial Business Combination from January 29, 2023 to July 29, 2023, or such earlier date as

determined by the Company’s board of directors (the “Second Extension”) and (ii) provide for the right of a holder

of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing

of an initial Business Combination.

The Charter amendments approved on the 2022 Special Meeting were filed with the Secretary of State

of the State of Delaware on December 27, 2022.

Subsequently, the stockholders holding all of the issued and outstanding Class B common

stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one basis.

3,162,500 shares of Class B common stock of the Company were cancelled, and 3,162,500 shares of Class A Common Stock were issued to such

converting Class B stockholders.

The 3,162,500 shares of Class A common stock issued pursuant to the conversion are subject to the same

restrictions applicable to the Class B common stock before the conversion, including, among other things, certain transfer restrictions,

waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for

Additionally, on the 2022 Special Meeting, stockholders holding 11,819,790 shares of the Public Shares exercised their right

to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

As a result, $ 121,034,650 (approximately

$ 10.24 per share) was removed from the Company’s Trust Account to pay such holders.

In connection with the Second Extension, the

Company deposited an aggregate of $ 300,000 (representing $ 50,000 for each additional month from January 29, 2023 to July 29, 2023) into

the Trust Account, which amount will be included in the Redemption Price.

July 13, 2023, the Company held a special meeting of stockholders (the “2023 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

July 29, 2023 to January 29, 2024, or such earlier date as determined by the Company’s board of directors (the “Third Extension”)

(the 27-month period, from the closing of the IPO to January 29, 2024 (or such earlier date as determined by the board), as extended

by the Third 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 2023 Special Meeting was filed with

the Secretary of State of the State of Delaware on July 13, 2023.

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

255,446 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

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

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

Class A common stock for $ 110 million and the simultaneous listing on Nasdaq.

Pursuant to that certain underwriting agreement, I-Bankers

acted as the representative of the Underwriters of the IPO for 11,000,000 Units at $ 10.00 per Unit, plus an over-allotment option equal

to 15 % of the number of Units offered, or 1,650,000 Units, which was exercised in full simultaneously upon the closing of the IPO.

Company paid I-Bankers underwriters’ commission of $ 2,530,000 , equal to 2.0 % of the gross proceeds raised in the IPO for such services

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

to 5.0 % of the Shares issued in the IPO (“Representative Warrants”).

The exercise price of Representative Warrants is $ 12.00

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

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

Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount

equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’

over-allotment option.

The fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event

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

Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders

prior to the IPO, proceeds from related party loan and such amount of proceeds from the IPO that were placed in an account outside of

the Trust Account for working capital purposes.

Until the consummation of a Business Combination, the Company will be using the funds

not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective

target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating

the Business Combination.

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

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

The Sponsor Note is unsecured with zero interest.

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

Under no circumstances shall any individual, including but

not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities

of the Sponsor Note.

October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $ 1,265,000 (collectively, the “Sponsor

Affiliate Notes”) to two affiliates of the Company’s Sponsor (collectively, the “Sponsor Affiliates”), in connection

with the First Extension.

The Sponsor Affiliate Notes bear no interest and are repayable in full upon the earlier of (a) the date of

the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

On October 19,

2022, an aggregate of $ 1,265,000 was deposited into the Trust Account, which amount will be included in the pro rata amount distributed

to (i) holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares

redeemed in connection with the consummation of the Company’s initial Business Combination.

February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate of the Company’s

Sponsor, in connection with the Second Extension.

This note bears no interest and is repayable in full upon the earlier of (a) the date

of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

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

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

payment for the Company’s Directors and Officers insurance.

This note bears no interest and is repayable in full upon the earlier

of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company,

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

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,

or third parties.

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

loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the

Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable

to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily

be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target

company, the specific impact is not readily determinable as of the date of this financial statement.

The financial statement does not

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

Concern and Management’s Plan

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

the completion of its initial Business Combination.

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

pursues an initial Business Combination target.

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

accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist

solely of pursuing a Business Combination.

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

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

material effect on the Company’s financial statements.

4 - Cash and Cash Equivalents

Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Cash equivalents

are carried at cost, which approximates fair value.

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 December 31, 2023 and March 31, 2023.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HOLDINGS, INC.

DEEP MEDICINE ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

5 - Marketable Securities Held in Trust Account

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.

The Company’s investments held in the Trust Account are classified as trading securities.

securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the

change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account

in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available

market information.

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

Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing

Liabilities from Equity.” Common stock subject to mandatory redemption are classified as a liability instrument and are measured

at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s

common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

Accordingly, common stock subject to possible redemption are presented at redemption value as temporary equity,

outside of the stockholders’ equity section of the Company’s balance sheet.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to

equal the redemption value at the end of each reporting period.

Immediately upon the closing of the IPO, the Company recognized the remeasurement

from initial book value to redemption value.

The change in the carrying value of redeemable common stock resulted in charges against

additional paid-in capital and accumulated deficit.

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

the Three Months Ended March 31,

Cash flows from operating activities:

$ ( 1,301,864 )

stock issuance costs

$ ( 5,351,177 )

Remeasurement

of carrying value to redemption value

stock subject to possible redemption, March 31, 2022

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

Depreciation and amortization expense

Amortization of PIPE convertible notes original issue discount

Amortization of right-of-use asset

Fair value of warrants in excess of fair value of debt

Expenses paid by DMAC post Merger

Bad debt expense

Change in OCI

Stock issued for services

Changes in operating assets and liabilities:

Accounts receivable, net

Inventory, net

( 1,122,034 )

for redemption

Prepaid expenses

Other current assets

( 1,875,000 )

Remeasurement

of carrying value to redemption value

stock subject to possible redemption, March 31, 2023

for redemption

Accounts payable

Customer deposits

Accrued interest

Accrued and other current liabilities

Lease liability

Net cash provided by (used in) operating activities

( 3,071,956 )

deposit for extension

Remeasurement

of carrying value to redemption value

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

Company complies with accounting and disclosure requirements FASB ASC Topic 260, “Earnings per Share.” Net loss per share

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 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.

of Diluted Loss Per Share of Common Stock

Three Months Ended

December 31, 2023

Three Months Ended

December 31, 2022

(loss) income

Cash flows from investing activities:

Purchase of property and equipment

Reduction in long term assets

( 2,421,060 )

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

Net cash used in investing activities

( 2,467,710 )

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

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

payment for the Company’s Directors and Officers insurance.

This note bears no interest and is repayable in full upon the earlier

of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company,

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

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 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 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.

The Sponsor Note is unsecured, and the Sponsor agrees to fund the Company in amount of up to $ 500,000 .

Under no circumstances shall any

individual, including but not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any

obligations or liabilities of the Loan.

The proceeds of the Sponsor Note were used to pay a portion of the offering expenses of the IPO.

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,

in connection with the First Extension.

The Sponsor Affiliate Notes bear no interest and are repayable in full upon the earlier of (a)

the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

On October 19, 2022, an aggregate of $ 1,265,000 was deposited into the Company’s Trust Account, which amount will be included in

the pro rata amount distributed to (i) holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares

who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination.

February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate of the Company’s

Sponsor, in connection with the Second Extension.

This note bears no interest and is repayable in full upon the earlier of (a) the date

of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

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

Capital Loans

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor,

or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as

may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working

Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid

only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion

of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used

to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into private placement-equivalent

units at a price of $ 10.00 per unit at the option of the lender.

Such units would be identical to the Private Placement Units.

for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect

to such loans.

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

10 - Commitments and Contingency

holders of the Founder Shares, Private Placement Units (and their underlying securities), the Representative Shares, the Representative

Warrants (and their underlying securities), the 300,000 shares of Class A common stock issuable to the Company’s directors and

officers within 10 days following the Business Combination and any Units that may be issued upon conversion of the Working Capital Loans

(and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior

to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares,

only after conversion to Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short

form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the

Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does

not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

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,

if any, at the IPO price less the underwriting discounts and commissions.

Simultaneously

upon the closing of the IPO, the Underwriters exercised the over-allotment option in full.

As such, the Underwriters were paid an underwriting

discount and commission of $ 0.20 per Unit, or $ 2,530,000 in the aggregate payable upon the closing of the IPO, and I-Bankers was entitled

to a business combination marketing fee of $ 4,427,500 in the aggregate, which is held in the Trust Account and payable upon completion

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

Company is authorized to issue a total of 111,000,000 shares, par value of $ 0.0001 per share, consisting of (a) 110,000,000 shares of

common stock, including (i) 100,000,000 shares of Class A common stock, and (ii) 10,000,000 shares of Class B common stock, and (b) 1,000,000

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

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 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 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

each of six unaffiliated third parties, with respect to a maximum aggregate of 514,773 shares of the Company’s Class A common stock,

in exchange for such third parties agreeing not to redeem (or shall use commercially reasonable efforts to request that the Company’s

transfer agent reverse any previously submitted redemption demand) such shares in connection with the 2023 Special Meeting, and the Sponsor

has agreed to transfer a maximum aggregate of 185,179 Founder Shares pursuant to the Non-Redemption Agreements upon the consummation

of the Company’s initial Business Combination.

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

the 2023 Special Meeting, the Company’s stockholders holding 255,446 public shares exercised their right to redeem such shares

for a pro rata portion of the funds in the Company’s Trust Account.

As a result, approximately $ 2,914,230 (approximately $ 11.41

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

Following the redemptions in connection with the 2023

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

Cash flows from financing activities:

Proceeds from line of credit

Repayments of liabilities assumed in the Merger

Repayments of notes payable

Repayments of notes payable - related party

PIPE loan, net of OID discount

Cash acquired in Merger

Costs of Merger paid from PIPE loan

( 2,082,787 )

Repayment of line of credit

( 1,980,937 )

Increase in other liabilities

Dividends paid

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents, and restricted cash

( 3,655,319 )

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income tax

Cash paid for interest

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING and FINANCING ACTIVITIES:

Notes payable assumed in Merger

Accrued liabilities assumed in Merger

Remeasurement of common stock exchanged/issued in Merger

$ ( 1,875,724 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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.

the event the Company will not be the surviving entity upon completion of the Company’s initial Business Combination, each holder

of a public right will automatically receive the 1/10 share of Class A common stock underlying such public right (without paying any

additional consideration);

and each holder of a Private Placement Right or right underlying Units to be issued upon conversion of the

Working Capital Loans will be required to affirmatively convert its rights in order to receive the 1/10 share of Class A common stock

underlying each right (without paying any additional consideration).

If the Company is unable to complete an initial Business Combination

within the required time period and public stockholders redeem the public shares for the funds held in the Trust Account, holders of

rights will not receive any such funds in exchange for their rights and the rights will expire worthless.

The Company will not issue

fractional shares upon conversion of the rights.

If, upon conversion of the rights, a holder would be entitled to receive a fractional

interest in a share, the Company will, upon exchange, comply with Section 155 of the Delaware General Corporation Law.

The Company will

make the determination of how to treat fractional shares at the time of its initial Business Combination and will include such determination

in the proxy materials that it will send to stockholders for their consideration of such initial Business Combination.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business

Additionally,

in no event will the Company be required to net cash settle the rights, and the rights may expire worthless.

Representative

Warrants and Representative Shares

the closing of the IPO, the Company issued to the Underwriters Representative Warrants, the exercise price of which will be $ 12.00 per

Share, and 101,200 Representative Shares.

Representative Warrants shall be exercisable, in whole or in part, commencing the later of October 26, 2022 and the closing of the Company’s

initial Business Combination and terminating on October 29, 2026.

The Company accounted for the 632,500 warrants as an expense of the

IPO resulting in a charge directly to stockholders’ equity.

The fair value of Representative Warrants was estimated to be approximately

$ 1,333,482 (or $ 2.11 per warrant) using the Black-Scholes option-pricing model.

The fair value of the Representative Warrants granted

to the Underwriters was estimated as of the date of grant using the following assumptions:

(1) expected volatility of 35 % , (2) risk-free

interest rate of 1.18 % and (3) expected life of five years .

The Representative Warrants and the shares of Class A common stock underlying

Representative Warrants have been deemed compensation by FINRA and are therefore subject to a 180 -day lock-up immediately following October

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

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

The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which

will be paid for by the holders themselves.

The exercise price and number of shares issuable upon exercise of the Representative Warrants

may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization,

merger or consolidation.

However, the Representative Warrants will not be adjusted for issuances of Class A common stock at a price below

its exercise price.

Underwriters agreed not to transfer, assign or sell any of the Representative Shares without the Company’s prior written consent

until the completion of the Business Combination.

The Underwriters agreed (i) to waive its redemption rights with respect to such shares

in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from

the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within

the Combination Period.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180

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

to the Condensed Consolidated Financial Statements (Unaudited)

1 - Business Organization and Nature of Operations

ORGANIZATION AND NATURE OF OPERATIONS

January 31, 2024 we completed the previously announced business combination pursuant to the terms of the Business Combination Agreement,

dated as of July 21, 2023, which provided for, TruGolf Nevada being the surviving corporation of the merger and having become a direct,

wholly owned subsidiary of Deep Medicine Acquisition Corp.

(“DMAC”), a Delaware corporation and our predecessor company (“DMAQ”)

as a consequence of the merger (together with the other transactions contemplated by the Business Combination Agreement).

In connection with the consummation of the Business Combination, DMAQ changed its name to TruGolf Holdings, Inc.

TruGolf Holdings, Inc.’s

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

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 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

securities held in Trust Account

13 - Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date these financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements other than the followings:

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.

(the “Company” or “TruGolf”, “we”, “us”) was incorporated on July 8, 2020

as a Delaware corporation and formed for the purpose of effecting a business combination, with no material operation of its own.

operations are conducted through our subsidiary TruGolf, Inc., a Nevada Corporation (“TruGolf Nevada”).

TruGolf Nevada was

formed as a Utah corporation on October 4, 1995, under the name “TruGolf, Incorporated”.

TruGolf Nevada’s original

business plan was the creation of golfing video games.

On June 9, 1999, the TruGolf Nevada changed its name to “TruGolf, Inc.”

Effective on April 26, 2016, TruGolf Nevada filed Articles of Merger with the State of Utah, Department of Commerce, and on April 28,

2016, TruGolf Nevada filed Articles of Merger with the Secretary of State of Nevada, pursuant to which TruGolf, Inc., a Utah corporation,

merged with and into TruGolf Nevada, pursuant to a Plan of Merger.

TruGolf Nevada was the surviving corporation in the merger.

In connection

with the Plan of Merger, TruGolf Nevada affected a four-for-one forward stock split of its outstanding common stock.

over 40 years, TruGolf, Incorporated (or “the Company”, “we”, “us”, or “our”) has been

creating indoor golf software and hardware and are focused on both the residential and commercial golf simulation industries.

develop, manufacture and sell golf simulators for residential and commercial applications.

We offer portable, professional, commercial

and custom simulators.

In addition, to bundling our software with our simulators, we offer our E6 Connect software and gaming software

on a standalone basis.

We have leveraged the power of our hardware and software platform to create a collection of multi-sport games

including football, soccer, soccer golf, frisbee golf, zombie dodgeball, and cowboy target practice.

Nevada has been creating indoor golf software for 40 years.

We began as a subsidiary of Access Software, Inc., a video game developer

based in Salt Lake City, Utah (“ Access Software ”), which was co-founded in November 1982, by Christopher Jones, the

Company’s largest stockholder, Chief Executive Officer, President and Chairman.

In April 1999, Access Software was purchased by

Microsoft Corp., for its expertise in golf software development.

Following the acquisition, the core programming and graphics team of

Links™, which created Links LS 1999, one of the bestselling PC sports games of 1999, were spun out to TruGolf Nevada.

1999, we have focused on establishing residential and commercial golf simulation as a viable industry, and since 2007, we have focused

on fabricating custom golf simulators for luxury clients.

Part of our initial strategy included partnering with hardware inventors to

provide them world class software.

Over time, we found that it was not viable to rely on these early hardware inventors alone, we also

began building and selling our own hardware.

In addition, we are working with a video game company to utilize their new dynamic graphics

engine which will enable us to bring photorealistic golf courses to life through our E6 software (discussed below).

In addition, we have

developed multiple sources and 3 rd party manufacturers for the raw materials or parts for our products, including but not

limited to, steel or aluminum frames, fabric, turf, screens, projectors, PCs, cameras, lasers, infrared sensors, and supporting subsystems.

The availability of the frames and fabric from our principal provider, Allied ES&A, has been increased as they have moved into a

much larger facility directly located in a large employee base community and we have entered into negotiations with a second supplier

in order to provide alternative sourcing if needed.

A third supplier, Impact Signs, has also been used in the past and TruGolf Nevada

believes that it could purchase turf, and screen supplies from them as well if needed.

Both turf (Controlled Products), and screen suppliers

(Allied), are so specialized that we have come to rely on one vendor for each, respectively.

Turf particularly experienced some delivery

delays in 2022 that have been rectified, additional inventory has been secured locally, and our highest volume portable simulators have

been redesigned to use less raw materials from that vendor, while adding an improved hitting surface from a second vendor, Real Feel,

to mitigate risk.

Negotiations with a second supplier of screen materials is in progress.

Projectors (TV Specialists), PCs, lasers, IR

sensors and other systems come from multiple suppliers with no historical delay in supply.

We have 2 primary suppliers of cameras, IDS

and Basler, and have integrated products from both in the new Apogee unit to ensure the greatest availability possible.

Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,

has elected to comply with certain reduced public company reporting requirements.

BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION

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

10 unchanged sentences

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.

for the Business Combination

Merger is accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, DMAQ was treated

as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer.

In accordance with this

method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets

of DMAQ, accompanied by a recapitalization.

The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill

or other intangible assets recorded, and operations prior to the Business Combination will be those of TruGolf Nevada.

TruGolf Nevada

has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts

and circumstances:

TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf,

Nevada comprising the ongoing operations of New TruGolf,

Nevada contributing a majority of the governing body members of New TruGolf, and

Nevada’s senior management comprising the senior management of New TruGolf.

of TruGolf Nevada Shares for Shares of New TruGolf

on 13,098 TruGolf Nevada ordinary shares outstanding immediately prior to the closing of the Business Combination, the Exchange Ratio

determined in accordance with the terms of the Merger Agreement is approximately 570.10 .

New TruGolf issued 7,467,134 shares of New TruGolf

common stock to legacy TruGolf Nevada shareholders in the Business Combination, determined as follows:

OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION

TruGolf Nevada

shares outstanding

as of immediately

prior to the Closing

Ordinary shares, par value $ 0.01 per share

Exchange Ratio

Estimated shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing

shares issued to legacy TruGolf Nevada shareholders consists of 5,750,274 shares of New TruGolf Class A common stock and 1,716,860 shares

of New TruGolf Class B common stock.

purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values.

The fair values of the current

assets acquired and current liabilities assumed in the Merger were determined to approximate carrying value due to their short-term nature.

The following summarizes the allocation of the purchase price to net assets acquired in the Merger:

OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS

Cash and cash equivalents

Net proceeds from investment fund (PIPE)

Accounts payable and accrued expenses

Loans payable

( 1,565,000 )

PIPE Convertible Notes payable assumed in Merger

Original Issue Discount of 10 %

PIPE Convertible Notes payable, net

Payment of closing costs and other expenses

( 2,082,787 )

Net proceeds from PIPE Convertible Notes payable assume in Merger

November 2, 2023 and December 7, 2023, Deep Medicine Acquisition Corp.

(“DMAQ”) executed loan agreements with certain accredited

investors (together, the “Prior Loan Agreements”) pursuant to which such investors agreed to loan DMAQ up to an aggregate

$ 11,000,000 in exchange for the issuance of convertible notes and warrants.

On February 2, 2024, TruGolf Holdings, Inc.

Holdings”) 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 TruGolf Holdings (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 TruGolf Holdings’ Class A common

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

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”), TruGolf Holdings will also issue the PIPE Investors the Series A Warrants

and the Series B Warrants.

of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 and an original issue discount of $ 480,000 resulting

in the net balance of $ 4,320,000 .

The Company recorded interest expense on the PIPE Convertible Notes of $ 9,468 , and interest expense

relating to the OID of $ 947 .

As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended

March 31, 2024.

The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company.

to satisfying the conditions discussed below, TruGolf Holdings, Inc.

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, TruGolf Holdings 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, TruGolf Holdings 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

(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,

TruGolf Holdings 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.

3 – Summary of Significant Accounting Policies

OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation - Unaudited Interim Financial Information

accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting

principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information, and in accordance

with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q

and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete

financial statements.

The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals)

which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

Interim results

are not necessarily indicative of the results for the full year.

information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted

from these interim unaudited condensed consolidated financial statements.

Accordingly, these interim unaudited condensed consolidated

financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Registration

Statement on Form S-1 and its amendments as filed with the SEC on February 14, 2024 and in Form 8-K/A as filed with the SEC on April

of Presentation – Accounting for the Business Combination

Merger was accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, DMAQ was treated

as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer.

In accordance with this

method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets

of DMAQ, accompanied by a recapitalization.

The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill

or other intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada.

TruGolf Nevada has

been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts

and circumstances:

TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf,

Nevada comprising the ongoing operations of New TruGolf,

Nevada contributing a majority of the governing body members of New TruGolf, and

Nevada’s senior management comprising the senior management of New TruGolf.

of Presentation – Principles of consolidation

unaudited condensed 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.

Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America,

which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities

and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period.

assumptions and estimates could have a material effect on the financial statements.

Actual results may differ materially from those estimates.

The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes

in facts and circumstances may cause the Company to revise these estimates.

Significant estimates include estimates used in the valuation

allowance related to deferred tax assets and capitalized software costs.

Actual results may differ from these estimates.

and Cash Equivalents

and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or

less when purchased.

of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 7,825,967 and $ 5,394,564 , respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess

of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits with major financial

institutions.

At March 31, 2024 and December 31, 2023, the uninsured balances amounted to $ 6,742,396 and $ 4,251,124 respectively.

Investment Securities

Company’s marketable investment securities are comprised of investments in corporate fixed income securities and U.S.

The Company designates investments in debt securities as available-for-sale.

Available-for-sale debt securities with original

maturities of three months or less from the date of purchase are classified within cash and cash equivalents.

Available-for-sale debt

securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income

(loss), a component of stockholders’ equity, net of tax.

Realized gains and losses on the sale of marketable securities are determined

using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the statements of operations

and comprehensive loss.

The Company sold and liquidated its marketable securities during the three months ended March 31, 2024 resulting

in a $ 0 balance as of that date.

Receivable, net

manage credit risk associated with our accounts receivables at the customer level.

Because the same customers typically generate the

revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic

606) and Accounting Standards Codification Topic 326, Credit Losses (Topic 326)., the discussions below on credit risk and our allowances

for doubtful accounts address our total revenues from Topic 606 and Topic 326.

believe the concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number

of geographically diverse customers.

We manage credit risk through credit approvals and other monitoring procedures.

to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected

credit losses.

Our allowance is estimated using a loss rate model based on delinquency.

The estimated loss rate is based on our

historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable

forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data.

We believe our credit risk is

somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures.

The actual rate of future

credit losses, however, may not be similar to past experience.

Our estimate of doubtful accounts could change based on changing

circumstances, including changes in the economy or in the particular circumstances of individual customers.

Accordingly, we may be

required to increase or decrease our allowance for doubtful accounts.

Based on management’s evaluation, there is a balance in

the allowance for doubtful accounts of $ 1,395,688 and $ 1,227,135

as of March 31, 2024 and December 31, 2023, respectively

of our inventory consists of raw materials and are valued at the lower of historic cost or net realizable value;

where net realizable

value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion,

disposal and transportation.

Historic inventory costs are calculated on an average or specific cost basis.

The Company records inventory

write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts.

As of March 31, 2024 and

December 31, 2023, the Company had $ 448,360 and $ 429,050 , respectively, reserved for obsolete inventory.

Value of Financial Instruments

value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

The Financial Accounting Standards Board (“FASB”) fair value measurement

guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value.

The three broad levels of the fair

value hierarchy are as follows:

prices (unadjusted) in active markets for identical assets or liabilities,

prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly

or indirectly,

inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions.

and liabilities are classified based on the lowest level of input that is significant to the fair value measurements.

We review the fair

value hierarchy classification on a quarterly basis.

Changes in the observable inputs may result in a reclassification of assets and

liabilities within the three levels of the hierarchy outlined above.

and Equipment

property and equipment are recorded at cost and depreciated using the straight-line over the estimated useful lives.

Ordinary repair

and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our statements of operations.

However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period

At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts

and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net.

periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment.

Depreciation expense for

the three months ended March 31, 2024 and 2023 was $ 14,317 and $ 13,756 , respectively.

Generally, we assign the following estimated useful

lives to these categories:

SCHEDULE OF ESTIMATED USEFUL LIFE

and computer equipment

software development costs

capitalize certain costs related to the development of our software used in our simulators.

In accordance with authoritative guidance,

including ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed , we began to capitalize these costs when the technological

feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed

project funding, and it was probable that the project would be completed and the software would be used as intended.

Such costs are amortized

when placed in service, on a straight-line basis over the estimated useful life of the related asset, estimated to be three years beginning

on February 1, 2024.

Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed

as incurred and recorded in product development expenses on our statements of operations.

The Company does not capitalize any testing

or maintenance costs.

The accounting for these capitalized software costs requires us to make significant judgments, assumptions and

estimates related to the timing and amount of recognized capitalized software development costs.

For the three months ended March 31,

2024 we capitalized $ 332,252 of costs related to the development of software applications.

Amortization of capitalized software costs

was $ 18,463 for the for the three months ended March 31, 2024.

The balance of capitalized software was $ 313,889 net of accumulated amortization

of $ 18,463 at March 31, 2024.

The total balance of the capitalized software line item on the balance sheet is $ 363,889 , which includes

a prior balance of $ 50,000 .

of Long-lived Assets

long-lived assets principally consist of property and equipment and right-of-use assets.

We review, on a regular basis, our long-lived

assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from

the use of the assets and their eventual disposition.

If such cash flows are not sufficient to support the asset’s recorded value,

an impairment charge is recognized to reduce the carrying value of the asset to its estimated fair value.

The determination of future

cash flows as well as the estimated fair value of long-lived and intangible assets involves significant estimates and judgment on the

part of management.

Our estimates and assumptions may prove to be inaccurate due to factors such as changes in economic conditions, changes

in our business prospects or other changing circumstances.

Based on our most recently completed reviews, there were no indications of

impairment associated with our long-lived assets.

lease portfolio is substantially comprised of operating leases related to leases for our corporate headquarters and warehouse.

determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract.

contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange

for consideration.

Lease arrangements can take several forms.

Some arrangements are clearly within the scope of lease accounting, such

as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for

consideration.

However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases

embedded within service and supply contracts.

We analyze all arrangements with potential embedded leases to determine if an identified

asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset.

lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities

represent our obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at

the commencement date based on the present value of lease payments over the lease term.

As most of our leases do not provide the lessor’s

implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of

lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease.

terms include options to extend the lease when it is reasonably certain those options will be exercised.

For leases with terms greater

than 12 months, we record the related asset and obligation at the present value of lease payments over the term.

Our leases can include

rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when

such renewal options and/or termination options are reasonably certain of exercise.

ROU asset is subject to the same impairment guidance as assets categorized as property and equipment.

As such, any impairment loss on

ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets.

lease modification is a change to the terms and conditions of a contract that changes the scope or consideration of a lease.

a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends

or shortens the contractual lease term, is a modification.

Depending on facts and circumstances, a lease modification may be accounted

for as either:

(1) the original lease plus the lease of a separate asset(s) or (2) a modified lease.

A lease will be remeasured if there

are changes to the lease contract that do not give rise to a separate lease.

Company recognizes revenue when the products and services are delivered.

The Company’s revenues are accounted for under ASC Topic

606, “Revenue From Contracts With Customers” (“ASC 606”).

The fees are generally fixed at the point of sale and

all consideration from contracts is included in the transaction price.

The Company’s contracts do not include multiple performance

obligations or material variable considerations.

accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that

reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company recognizes

revenue in accordance with that core principle by applying the following:

the contract(s) with a customer;

the performance obligation in the contract;

the transaction price;

the transaction price to the performance obligations in the contract;

revenue when (or as) the Company satisfies a performance obligation.

derive our revenue principally from product sales, rentals and subscription fees paid by the customer.

We recognize subscription fees

income and costs over the life of the agreement.

of revenue includes direct materials, labor, manufacturing overhead costs and reserves for estimated warranty cost (excluding depreciation).

Cost of revenue also includes charges to write down the carrying value of the inventory when it exceeds its estimated net realizable

value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand.

As a result of the introduction

of the new simulator products in late 2022 and the sunsetting of older hardware models, in 2023, management reviewed the inventory.

the three months ended March 31, 2024 and 2023, the Company recorded $ 171,502 in inventory write-down and $ 538,427 reduction to cost

of revenue, respectively.

have royalty agreements with certain software suppliers to pay royalties based on the number of units and subscriptions sold.

percentages range between 20 % and 30 %.

Royalty expense for the three months ended March 31, 2024 and 2023 was $ 329,888 and $ 215,632 ,

respectively.

Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing

at each balance sheet date using currently enacted tax rates in accordance with ASC 740.

ASC 740 considers the differences between financial

statement treatment and tax treatment of certain transactions.

Deferred tax assets and liabilities are recognized for the future tax

consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their

respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rate is recognized

as income or expense in the period that includes the enactment date of that rate.

Prior to the Merger, the Company elected to be taxed

as an S-Corporation that passes through all income and deductions to its members.

The Company did not have any deferred tax benefits

or liabilities prior to January 31, 2024.

Company has no tax positions as of March 31, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for

which there is uncertainty about the timing of such deductibility.

Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties.

Earnings (Loss) Per Share

income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”.

Basic net income (loss) per

common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common

shares outstanding for the period.

Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding,

assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

The computation of basic and diluted income

(loss) per share for the three months ended March 31, 2024 and December 31, 2023 excludes potentially dilutive securities when their

inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price during the period.

dilutive shares as of March 31, 2024 were 436,364 warrants to purchase common stock – Series A and 480,000 warrants to purchase

common stock – Series B.

Accounting Pronouncements

has evaluated all recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined

that none of the pronouncements will have a material impact on our financial statements.

We will continue to monitor the issuance of

any new accounting pronouncements and assess their potential impact on the financial statements in future periods.

Concentration

of Credit and Supplier Risk

instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and trade accounts

Credit risk can be negatively impacted by adverse changes in the economy or by disruptions in the credit markets.

maintain our cash deposits with established commercial banks.

At times, balances may exceed federally insured limits.

We have not experienced

any losses in such accounts and do not believe that we are exposed to any significant credit risk associated with our cash deposits.

believe that credit risk with respect to trade accounts receivable is somewhat mitigated by our large number of geographically diverse

customers and our credit evaluation procedures.

We record trade accounts receivables at sales value and establish specific reserves for

certain customer accounts identified as known collection problems due to insolvency, disputes or other collection issues.

of the specific reserves estimated by management are determined by a loss rate model based on delinquency.

We maintain reserves for potential

There were no customers that accounted for more than 10.0 % of our revenues for the three months ended March 31, 2024 and 2023.

purchase a significant amount of parts we consume in manufacturing our simulators from nationally known original equipment manufacturers,

many of whom we have had over a 10 to 15 year relationship.

While we do not have long-term contracts, we do issue purchase orders based

on quoted prices terms.

During the three months ended March 31, 2024, we purchased approximately 50.4 % of our assembly parts from six

manufacturers.

We believe that while there are alternative suppliers, for the parts and equipment, we purchase in each of the principal

product categories, termination of one or more of our relationships with any of our major suppliers of equipment could have a material

adverse effect on our business.

fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input

of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends.

estimates involve inherent uncertainties and the application of management’s judgment.

Expected volatilities used in the valuation

model are based on the average volatility of the comparable companies publicly traded on recognized stock exchanges.

The risk-free rate

for the expected term of the option is based on the United States Treasury yield curve in effect at the time of the grant.

ACCOUNTS RECEIVABLE, NET

receivable and allowance for doubtful accounts consisted of the following as of March 31, 2024 and December 31, 2023:

OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

Trade accounts receivable

Accounts receivable

Less allowance for doubtful accounts

( 1,395,688 )

( 1,227,135 )

Total accounts receivable, net

receivable are primarily made up of trade receivables due from customers in the ordinary course of business.

Four customers accounted

for more than 50.2 % and 51.5 % of the balance of accounts receivable as of March 31, 2024 and December 31, 2023, respectively.

INVENTORY, NET

following summarizes inventory as of March 31, 2024 and December 31, 2023:

Inventory – raw materials

Less reserve allowance for obsolescence

Inventory, net

SHORT-TERM INVESTMENTS

February 2023, we entered into a brokerage agreement and deposited $ 2,500,000 .

In February 2023, we purchased $ 450,751 in corporate fixed

income securities (corporate bonds) and $ 1,981,061 in government securities (Treasury securities).

The Company terminated the brokerage

agreement during the three months ended March 31, 2024, liquidated all its investments and has no amount on its balance sheet.

December 31, 2023, the marketable securities consisted of the following:

OF MARKETABLE SECURITIES

Corporate fixed income securities, weighted average yield and maturity

of 5.39 % and 2.38 years, respectively

Government securities, weighted average yield and maturity of 4.91 %

and 3.25 years, respectively

Total short-term investments

classify our short-term investments as available-for-sale securities as we may sell these securities at any time for use in operations

or for other purposes.

We record such securities at fair value in our balance sheet, with unrealized gains or losses reported as a component

of accumulated comprehensive loss.

The amount of unrealized gains or losses reclassified into earnings is based on specific identification

when the securities are sold.

We periodically evaluate if any security has experienced credit-related declines in fair value, which are

recorded against an allowance for credit losses with an offsetting entry to interest and other expense, net on the statement of operations.

As of March 31, 2024, the Company had no short-term investments.

In March 2024, we traded out of our short-term investments and paid

off the margin line of credit account.

OTHER LONG-TERM ASSETS

following summarizes other long-term assets as of March 31, 2024 and December 31, 2023:

(there were long-term assets as of December 31,

OF OTHER LONG TERM ASSETS

Security deposit – Ethos Management loan

Security deposits – leased facilities

Other long-term assets

Total other long-term assets

a condition of funding on the Ethos Management loan, we placed a $ 1,875,000 security deposit as collateral for the note.

loan fees are being amortized over the term of the Ethos Management loan.

Deposits related to the facility leases are generally the last

month’s payments.

Ethos Asset Management Loan Agreement (“Loan Agreement”) stipulates that fundings should happen approximately every 30 banking

days, subject to Ethos completing periodic internal audits to ensure the Company was in compliance with the terms of loan agreement.

Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit

of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested.

the lack of additional fundings and in accordance with the terms of the Loan Agreement, in February 2024, we sent Ethos a notice of termination

for materially breaching the Loan Agreement.

Based on the termination for default clause in the Loan Agreement, we are entitled to retain

all the funds disbursed by Ethos and Ethos must release the deposit collateral, which offsets in part the loan payable of $ 2,383,059

(Note 10.) and accrued interest of $ 81,560 as of March 31, 2024.

February 2024, we entered into an agreement with Franchise Well, LLC, a franchising consultancy firm, to accelerate our global expansion

through a regional developer franchise model.

This relationship is pivotal for TruGolf as the power of franchising will amplify our global

presence and cater to the growing demand for off-course golf experiences

March 2024, we entered into a definitive agreement with mlSpatial, a leading AI and machine learning engineering company, to license

the AI engine they co-developed to increase 9-axis spin accuracy for TruGolf’s acclaimed new APOGEE launch monitor.

The agreement

gives TruGolf the first right of refusal to purchase 100% of mlSpatial assets.

PROPERTY AND EQUIPMENT, NET

following summarizes property and equipment as of March 31, 2024 and December 31, 2023:

SCHEDULE OF PROPERTY AND EQUIPMENT

Software and computer equipment

Furniture and fixtures

Property and equipment, gross

Less accumulated depreciation

Property and equipment, net

expense for the three months ended March 31, 2024 and 2023, was $ 14,317 and $ 10,340 , respectively.

following summarizes capitalized software development costs as of March 31, 2024:

OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Capitalized software development costs

Less accumulated amortization

Capitalized software development costs, net

CUSTOMER DEPOSITS

deposits are advance payments from customers prior to manufacturing and shipping a simulator.

The prepayment amounts and timing vary

depending on the product to be manufactured and delivery location.

Customer deposits are included in current liabilities until the balance

is applied to an order at the time of invoicing.

As of March 31, 2024 and December 31, 2023, and 2022, customer deposits were $ 1,794,748

and $ 1,704,224 , respectively.

NOTES PAYABLE

payable consisted of the following as of March 31, 2024 and December 31, 2023:

SCHEDULE OF NOTES PAYABLE

Note payable – Ethos Management INC

Note payable – Mercedes-Benz

Notes Payable

Less deferred loan fees – Ethos Management Inc.

Less current portion

Long-term portion

Payable – Ethos Management INC

January 2023, we entered into a financing agreement with Ethos Asset Management INC (the “Ethos Asset Management Loan” or

“Ethos”) in the principal amount of up to $ 10 million.

Pursuant to the terms of the Ethos Asset Management Loan, we may draw

down financing proceeds equal to $ 833,333 each month beginning in April 2023, up to the $ 10 million amount.

Interest associated with

the Ethos Asset Management Loan is fixed at 4 % per annum and has a three-year grace period for principal and interest payments.

principal and interest payments will commence in 2027 and continue through 2034.

As a condition to funding, we provided Ethos Management

with a $ 1,875,000 deposit as collateral for the note.

Ethos Management informed the Company in August 2023, that unrelated to TruGolf,

Ethos Management is currently undergoing a routine audit of its loan portfolio, and pending the close of the audit, borrowers may experience

delays in drawing on funds when requested.

Ethos Asset Management Loan Agreement (“Loan Agreement”) stipulates that fundings should happen approximately every 30 banking

days, subject to Ethos completing periodic internal audits to ensure the Company was in compliance with the terms of loan agreement.

Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit

of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested.

the lack of additional fundings and in accordance with the terms of the Loan Agreement, in February 2024, we sent Ethos a notice of termination

for materially breaching the Loan Agreement.

Based on the termination for default clause in the Loan Agreement, we are entitled to retain

all the funds disbursed by Ethos and Ethos must release the deposit collateral, which is offset in part by the security collateral of

$ 1,875,000 (Note 7.).

Payable – Mercedes-Benz

November 2020, we entered into a $ 59,545 , 5.90 % annual interest rate note payable with Mercedes-Benz for a delivery van.

The note matures

on November 20, 2026, and is secured by the van.

We make a monthly payment of $ 908 .

Payable – JP Morgan Chase

June 2021, we entered into a $ 500,000 , 3.00 % annual interest rate note payable with JPMorgan Chase Bank, N.A.

(“JP Morgan”).

The note matures on June 8, 2026.

We make a monthly principal and interest payment in the amount of $ 8,994 .

There is no prepayment penalty

if the loan is paid prior to the maturity date.

December 2023, we entered into a one-year line of credit facility with JP Morgan.

See Note 11 – Lines of Credit .

The outstanding

note payable balance of $ 257,113 was transferred to the new line of credit.

Payable – assumed in Merger

Company assumed notes payable from the Merger in the amount of $ 1,565,000 , which is comprised of:

(i) an unsecured promissory note in

the principal amount of $ 1,265,000 issued to two affiliates of the Sponsor on October 15, 2022 in connection with the First Extension,

from October 29, 2022 to January 29, 2023;

and (iii) an unsecured promissory note in the principal amount of $ 300,000 issued to an affiliate

of the Sponsor on February 9, 2023 in connection with the Second Extension, from January 29, 2023 to July 29, 2023, pursuant to which

a monthly payment of $ 50,000 had been deposited into the Trust Account after January 29, 2023 for six months.

Pursuant to the fully executed

Promissory Notes, each of the Promissory Notes bears no interest and is due and payable upon the earlier of the consummation of DMA’s

initial business combination or the date of the liquidation of DMA.

As of March 31,2024, the balance of the notes payable assumed in

the Merger was $ 1,565,500 .

February 2, 2024, the Company 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.

of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 and an original issue discount of $ 480,000 resulting

in the net balance of $ 4,320,000 .

The Company recorded interest expense on the PIPE Convertible Notes of $ 9,468 , and interest expense

relating to the OID of $ 947 .

As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended

March 31, 2024.

The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company.

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

that 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”).

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

As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended March 31,

The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company.

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.

RELATED PARTY NOTES PAYABLE

party notes payable consisted of the following as of March 31, 2024 and December 31, 2023:

OF RELATED PARTY NOTES PAYABLE

Notes payable - ARJ Trust

Note payable - McKettrick

Note payable – Carver

Notes payable

Less current portion

( 1,237,000 )

Long-term portion

maturities of related party notes payable are as follows as of March 31, 2024:

SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE

2024 (nine months)

Payable – ARJ Trust

December 2008, we entered into a $ 500,000 , 8.50 % annual interest rate note payable with a trust (“ARJ Trust”) indirectly

controlled by the chief executive officer.

We make monthly interest-only payments of $ 3,541 .

As of March 31, 2024 and December 31, 2023,

the principal balance was $ 500,000 .

June 2010, we entered into a second $ 150,000 , 8.50 % annual interest rate note payable with the ARJ Trust.

We make monthly interest-only

payments of $ 1,063 .

As of March 31, 2024 and December 31, 2023, the principal balance outstanding was $ 150,000 .

of March 31, 2024 and December 31, 2023, the principal balance outstanding was $ 650,000 and accrued interest was $ 2,911 .

to mature on March 31, 2024 and was extended to March 31, 2025 .

trustee of the ARJ Trust is a related party to the Company’s chief executive officer.

Payable – McKettrick

May 2019, we entered into a $ 1,750,000 , zero interest rate note payable with a former shareholder to repurchase all shares in the Company.

The note is payable in annual installments of $ 250,000 due on December 21 of each year.

The note matures on December 1, 2027 .

a late fee of 5%, if not paid within 10 days of the due date .

During the three months ended March 31, 2024, the Company paid the December

2023 installment of $ 250,000 and $ 50,000 in negotiated extension fee.

Payable – Carver

January 2021, we entered into a $ 222,000 , zero interest rate note payable with a former shareholder to repurchase all shares in the Company.

The note is payable in semi- annual installments of $ 18,500 due on March 31 and September 30 each year and matures on October 1, 2027 .

The Company paid $ 18,500 on the note on March 31, 2024.

LINES OF CREDIT

December 2023, we entered into a $ 2,000,000 variable rate line of credit with JP Morgan Chase Bank, N.A.

The purpose of the new line

of credit was to consolidate the balances outstanding on the note payable and the previous line of credit, which had matured.

of credit matures on December 31, 2024.

The line of credit has an annual interest rate computed at the Adjusted SOFR (Secured Overnight

Financing Rate) Rate and at a rate of 3.00 % above the SOFR Rate.

The Adjusted SOFR rate means the sum of the Applicable margin ( 3.50 %

per annum) plus the SOFR rate applicable to the interest period plus the Unsecured to Secured Rate Adjustment.

line of credit was secured by a pledge of $ 2,100,000 in the Company’s deposit accounts (restricted cash) at JP Morgan Chase.

of March 31, 2024 and December 31, 2023, the balance outstanding on the line of credit was $ 802,738 .

February 2023, the Company entered into a variable rate line of credit with Morgan Stanley which is secured by the marketable securities

held in our brokerage account.

As of March 31, 2024 and December 31, 2023, the balance outstanding was $ 0 and $ 1,980,937 , at a rate of

7.21 % as the Company paid off the line of credit during the three months ended March 31, 2024.

CONVERTIBLE NOTES PAYABLE

May 2022, we entered into two separate but identical $ 300,000 (total $ 600,000 ), 10.00 % annual interest rate convertible notes payable

(“Convertible Notes”) with two individual consultants (“Note Holder”) to assist with services including an initial

public offering preparation and listing to NASDAQ or other national exchange, assist the Company and its counsel in preparing a code

of conduct and employment agreements, franchise development, and valuation increase through growth among other services.

terms of each note include a 15 % original issue discount (“OID”), 292 warrants, no prepayment penalty and a maturity of February

warrants are exercisable at $ 4,800 per share for five years and a cashless option and a mandatory exercise over $ 9,600 with no prepayment

The warrants are non-exercisable for one year from issuance.

The valuation assumptions used in the Black-Sholes model to determine

the fair value of each warrant awarded in 2022:

expected stock price volatility ranged from 40.06 % to 80.17 %;

expected term in years

5.00 with a discount for the one-year lockout period;

and risk-free interest rate 2.95 %.

Note Holder has the right, at any time on or after the issuance date and prior to the maturity date, to convert all or any portion of

the then outstanding and unpaid principal plus any accrued interest thereon into shares of the Company’s common stock.

share conversion price will be convertible into shares of common stock equal to 70 % multiplied by the lower of (i) the volume weighted

average of the closing sales price of the common stock on the date that the Company’s listing on the NASDAQ Global Market or other

national exchange (“Uplisting”) is successfully consummated or (ii) the lowest closing price for the five trading days following

the date of Uplisting, not including the Uplisting day.

the event the Company (i) makes a public announcement that it intends to be acquired by, consolidate or merge with any other corporation

or entity (other than a merger in which the Company is the surviving or continuing corporation and its capital stock is unchanged) or

sell or transfer all or substantially all of the assets of the Company;

or (ii) any person, group or entity (including the Company) publicly

announces a tender offer to purchase 50 % or more of the common stock, then the conversion price will be equal to the lower of the conversion

price and a 25% discount to the announced acquisition provided, that, the conversion will never be less than a price that is the lower

of (iii) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of these notes;

or (iv) the average closing

price of the Company’s common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of

2022 and at the time off issuance, the Company elected to follow the relative fair value method to allocate the proceeds to the warrants,

OID, and convertible notes (collectively the “Financial Instruments”).

Total estimated fair value of the Financial Instruments

was $ 1,387,060 .

The pro-rata allocation of the $ 450,000 total proceeds was $ 282,109 to the warrants, $ 21,899 to the OID and $ 145,992

to the convertible notes.

The fair value of the warrants exceeded the pro-rata allocation of proceeds to the warrants and the convertible

notes by $ 445,032 , which the Company recorded as interest expense at the time of issuance.

on an estimated 70% discounted conversion price, the Company recorded $ 192,857 in interest expense and a corresponding increase in the

notes payable.

The Company has elected to account for the convertible notes at fair market value.

The fair market value will be adjusted

at each reporting period.

The total outstanding balance for each convertible note as of December 31, 2022, was $ 225,000 (total $ 450,000 )

and accrued interest was $ 16,480 .

In March 2023, we extended each note’s maturity to July 31, 2023 and increased each note’s

borrowing limit to $ 375,000 .

July 2023, the Company and Convertible Note Holders entered into Warrant Cancellation Agreements, whereby the warrants will be cancelled

when the Merger (business combination) with Deep Medicine Acquisition Corp.

is completed.

Also in July 2023, the convertible notes were

modified whereby the maturity date was extended by up to an additional eight months (February 29, 2024), to be in two extensions of four

Five days prior to the extension deadline the Company will issue 9,000 shares (total 18,000 shares if the Company elects

the two extensions) of the Company’s stock.

The Company did elect the extension.

The Company has not issued the shares as of the

date of this filing.

the three months ended March 31, 2024 and 2023, we recorded $ 0 in gross OID based on the borrowings on the Convertible Notes.

the three months ended March 31, 2024 and 2023, we recorded OID amortization of $ 0 and $ 0 , respectively, in interest expense.

zero OID remaining as of March 31, 2024 and December 31, 2023.

DIVIDEND NOTES PAYABLE

to the merger, we filed our tax returns as an S Corporation.

Historically, all income tax liabilities and benefits of the Company are

passed through to the shareholders annually through distributions.

No dividends were declared during 2023 or 2022.

During 2021, the Board

of Directors declared $ 7,395,694 in dividends to the shareholders, payable in cash as the Company’s liquidity allows.

the Company paid the shareholders $ 1,965,706 .

In November 2022, each shareholder agreed to defer the accrued dividends payable by entering

into 6.00 % interest rate dividend notes payable.

All outstanding and accrued interest is due and payable when the dividend notes payable

mature on December 31, 2025.

Interest commenced accruing on January 1, 2023.

declared, distributed, and accrued are as follow as of March 31, 2024 and December 31, 32023:

SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED

Distributions payments for tax liabilities

Accrued interest on dividends payable

Dividends payable

GROSS SALES ROYALTY PAYABLE

June 2015, we entered into a Royalty Purchase Agreement (the “Agreement”) with a purchaser (“Purchaser”) for

a gross sales royalty.

The Purchaser agreed to purchase a sales royalty for the sum of $ 1,000,000 plus applicable taxes.

agreement the Purchaser may purchase one or more additional royalties in an aggregate amount of up to $ 1,000,000 .

For the period June

2015 through May 2017, the Company paid a monthly payment of $ 20,833 .

Effective June 1, 2017 and all subsequent months, the monthly royalty

payment has been equal to the greater of $ 20,833 plus the amount determined in accordance with the following and of June 1, 2017:

the trailing twelve-month revenue of the Company is equal to or less than $ 6,110,000 , 3.60 % of our monthly revenues, in perpetuity

(unless terminated in accordance with the Purchase Agreement);

trailing twelve-month revenue of the Company is equal to or greater than $ 17,200,000 , 1.30 % of our monthly revenues, in perpetuity

(unless terminated in accordance with the Purchase Agreement);

trailing twelve-month revenue of the Company is greater than $ 6,110,000 but less than $ 17,200,000 , such percentage of monthly revenue

determined by dividing $ 220,060 by the amount of trailing twelve-month revenue and multiplying the result by 100, in perpetuity (unless

terminated in accordance with the Purchase Agreement).

royalty percentage was fixed at 3.6 % based on the trailing twelve-month revenue at the time of executing the Agreement (June 15, 2015).

On June 1, 2017, the royalty percentage was changed to 2.4 % based on the trailing 12-month revenues at that time as outlined in the table

Agreement contains an option for a one-time buy down of the royalty rate.

At any time following the date on which the Purchaser has received

royalty payments that are, in the aggregate, equal to two times the then applicable Aggregate Installment Amount ($ 1,000,000 ), we may

purchase and extinguish 75 % (but no more nor less) of all amounts owing or to become owing to the Purchaser hereunder.

In the event we

want to exercise the buy down option, we would pay the Purchaser $ 750,000 ( 75 % of the $ 1,000,000 outstanding amount).

The adjusted royalty

rate going forward would then be 0.6 % ( 75 % of the 2.4 %).

Agreement also contains an option for a buyout upon the change of control.

If pursuant to a proposed change of control the acquirer under

such transaction requires, as a condition to the completion of such transaction, that the Company purchase and extinguish all amounts

owing or to become owing to the Purchaser hereunder, the Company will pay the greater of:

amount equal to two times the aggregate installment amount as at the date of the change of control buyout notice;

amount equal to A multiplied by B multiplied by C, where:

is equal to the aggregate installment amount as at the date of the change of control divided by $ 22,500,000 ;

is equal to 0.8;

is equal to the net equity value of the Company;

or in the case of a proposed asset sale, the proposed net purchase price of all

or substantially all of the Company’s assets.

the event the Company were required to buyout the Agreement as a condition of closing the proposed DMAC acquisition (which currently

is not a condition), the Company would pay Purchaser $ 2,844,444 .

Agreement has neither a stated maturity nor an interest rate.

While the royalty percentage can be reduced via a buydown, as previously

explained, the only avenue for terminating the Agreement is a buyout required by an acquirer in a change of control transaction.

the change of control, the Agreement will survive in perpetuity at a royalty rate of 2.4 % or 0.6 % depending on whether or not the royalty

rate buydown option has been exercised.

the gross sales royalty payable has no stated fixed interest nor maturity, it is considered variable interest perpetual debt.

variable payments to the Purchaser are recorded in interest expense.

As of March 31, 2024 and December 31, 2023, the amount outstanding

was $ 1,000,000 .

During the three months ended March 31, 2024 and 2023, we paid $ 96,509 and $ 0 , respectively, in interest expense to the

ACCRUED AND OTHER CURRENT LIABILITIES

and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023:

OF ACCRUED AND OTHER CURRENT LIABILITIES

Accrued payroll

Warranty reserve

Sales tax payable

Accrued and other current liabilities

liabilities and other current liabilities assumed in Merger

LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER

Accrued tax payable

Other current liabilities assumed in Merger

Accrued liabilities and other current liabilities assumed in Merger

STOCKHOLDERS’ EQUITY

Company has authorized preferred stock of 10,000,000 shares, par value of $ 0.0001 .

As of March 31, 2024 and December 31, 2023, there

were no shares of preferred stock issued and outstanding.

Stock – Series A

Company has authorized common stock – Series A of 90,000,000 shares, par value of $ 0.0001 .

As of March 31, 2024, there were 11,538,252

shares of common stock – Series A and 1,716,680 shares of common stock – Series B issued and outstanding.

The summary of

exchanged and issued shares of common stock – Series A and B resulting from the Merger follows:

closing of the Business Combination, shares of TruGolf Nevada common stock outstanding include the following:

OF COMMON STOCK

Accrual Redemptions

TruGolf Nevada shareholders – Series A

TruGolf Nevada shareholders – Series B

Private Placement Investors (2)

DMAQ Public stockholders (3)

DMAQ Directors and officers

DMAQ Sponsor (4)

I-Bankers (5)

on 13,098 TruGolf Nevada ordinary shares outstanding immediately prior to the closing of the Business Combination, the Exchange Ratio

determined in accordance with the terms of the Merger Agreement is approximately 570.10 .

New TruGolf issued 7,467,134 shares of New TruGolf

common stock to legacy TruGolf Nevada shareholders in the Business Combination, determined as follows:

SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION

TruGolf Nevada

shares outstanding

as of immediately

prior to the Closing

Ordinary shares, par value $ 0.01 per share

Exchange Ratio

Shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing

shares issued to legacy TruGolf Nevada shareholders consists of 5,750,274 shares of New TruGolf Class A common stock and 1,716,860 shares

of New TruGolf Class B common stock.

DMAQ’s Insiders had an aggregate of 406,500 units, which contain 406,500 Private Placement Shares and 406,500 Private Rights.

had an aggregate of 113,000 units, which contain 113,000 Private Placement Shares and 113,000 Private Rights.

Each holder of a private

right received one-tenth (1/10) of one share of DMAQ Class A common stock upon consummation of initial business combination .

placement shares were the shares of DMAQ Class A common stock.

The 519,500 shares of DMAQ Class A common stock and 519,500 Private Right

were exchanged for a total of 571,450 shares of New TruGolf common stock upon the closing of the Business Combination.

Prior to and in connection with the approval of the Business Combination, holders of 378,744 DMAQ Class A Shares properly exercised their

right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from the IPO.

In addition, in

connection with the January 26, 2024 meeting to amend certain provisions of DMA’s corporate documents allowing DMAQ to extend its

existence, an additional 943 shares were redeemed, resulting in actual redemptions of 379,687 shares out of the total 574,764 shares

of DMAQ common stock subject to redemption.

Upon the closing of the Business Combination, 1,265,000 shares of New TruGolf Class A common

stock were issued upon the conversion of 12,650,000 public rights.

In connection with the Business Combination, 3,162,500 shares of DMAQ Class A common stock held by the Sponsor and its affiliates were

converted into 3,162,500 shares of New TruGolf Class A common stock.

Reflects the payment of transaction fee pursuant to the BCMA Amendment due at Closing, which was paid to I-Bankers a transaction fee

equal to (i) $ 2,000,000 in cash and (ii) 212,752 New TruGolf Class A Common Shares, and an aggregate of 101,200 Representative Shares

issued in connection with the IPO were exchanged to New TruGolf common stock upon the closing of the Business Combination.

March 2023, the Board of Directors authorized the issuance of 821 shares of common stock to the consultants for the services performed

related as outlined in the services agreements.

The common shares were issued at fair value and $ 4,493,333 was expensed to consulting

April 2022, we secured the services of two consultants (also the Note Holders as described in Note 12 – Convertible Notes Payable )

to assist with services including assisting the Company’s and its counsel in an initial public offering preparation and listing

to NASDAQ or other national exchange, assist the Company and its counsel in preparing a code of conduct and employment agreements, franchise

development, and valuation increase through growth among other services.

services are performed, the first consultant will be provided a 3% stock grant;

while the second consultant will be provided up to 7%

of stock based on performance deliverables including:

1.75% on consummation of an initial bridge loan agreement, 1.75% on engaging an

investment banker, 1.75% upon filing an S-1 including financial statements and footnotes, and 1.75% upon the closing of an initial public

The second consultant will be provided warrants at a 20% discount to the then current price per share, for up to 2% for achieving

a $250 million valuation and 3% more for a $500 million valuation, as well as another 2% for opening the first franchise location, and

3% more once 100 franchise locations have been sold.

As of the date of this filing, no stock grants or awards have been issued.

Stock – Series B

Company has authorized common stock – Series B of 10,000,000 shares, par value of $ 0.001 .

As of March 31, 2024, there were 1,716,680

shares of common stock – Series B issued and outstanding.

The common stock – Series B has voting rights of 25 votes per common

stock – Series A held.

As of March 31, 2024, three TruGolf insiders own 100 % of the 1,716,680 common stock – Series B.

- Common stock – Series A and B

of March 31, 2024, the Company issued warrants to purchase 436,364 shares of the Company’s common stock – Series A to the

PIPE Convertible Notes holders with an exercise price of $ 13 per share and a term of five years commencing February 1, 2024.

Series A Warrants to be issued for all tranches of the PIPE Convertible Notes is 1,409,091 .

The pro rata amount of the first tranche

of PIPE Convertible Notes payable of $ 4,800,000 as a percentage of the total Series A Warrants results in the issuance of 436,364 warrants.

The value of the Series A Warrants was estimated to be approximately $ 703,000 (or $ 1.61 per warrant) using the Black-Scholes option-pricing

model as of the grant date (February 24, 2024) based on the following assumptions:

expected volatility of 227.52 %;

risk-free interest rate of 3.99 %;

expected life of five years .

of March 31, 2024, the Company issued warrants to purchase 480,000 shares of the Company’s common stock – Series B to the

PIPE Convertible Notes holders with an exercise price of $ 10 per share and a term of thirty months commencing February 1, 2024.

Series B Warrants to be issued for all tranches of the PIPE Convertible Notes is 1,550,000 .

The pro rata amount of the first tranche

of PIPE Convertible Notes payable of $ 4,800,000 as a percentage of the total Series A Warrants results in the issuance of 480,000 Series

The value of the Series B Warrants was estimated to be approximately $ 662,400 (or $ 1.38 per warrant) using the Black-Scholes

option-pricing model as of the grant date (February 24, 2024) based on the following assumptions:

expected volatility of 227.52 %;

risk-free interest rate of 3.99 %;

expected life of thirty months .

have adopted the provisions of ASC 740-10-25, which provide recognition criteria and a related measurement model for uncertain tax positions

taken or expected to be taken in income tax returns.

ASC 740-10-25 requires that a position taken or expected to be taken in a tax return

be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax

positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest

amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

The Company had no tax positions relating

to open income tax returns that were considered to be uncertain as of March 31, 2024.

to the merger, the Company was an S Corporation for federal and state income tax purposes with all income tax liabilities and/or benefits

of the Company being passed through to the stockholders.

As such, no recognition of federal or state income taxes for the Company has

been provided for prior to January 31, 2024, the date of the consummation of the Merger.

Company incurred a net loss for the three months ended March 31, 2024 of $ 1,301,864 , which is available to reduce future taxable income,

for federal and state income taxes, respectively.

The NOL can be carried forward indefinitely and can be used to offset 80% of future

taxable income.

At the current federal tax rate of 21 % and including book to tax differences result in the current tax benefit NOL of

approximately $ 267,000 at March 31, 2024.

The Company has no income tax effect due to the recognition of a full valuation allowance on

the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets.

During the three

months ended March 31, 2024, the Company increased the valuation allowance from $ 0 to $ 267,000 .

COMMITMENTS AND CONTINGENCIES

of March 31, 2024, we had two operating leases as follows:

June 2023, we entered into a new five -year lease on the warehouse in North Salt Lake City, Utah.

The base monthly lease payment through

May 2024 is $ 10,849 , $ 11,163 through May 2025, $ 11,486 through May 2026, $ 11,819 through May 2027, and $ 12,162 through May 2028.

As of March 31, 2024, we had 50 months remaining on the lease.

December 2022, we entered into a new three -year lease on the corporate headquarters in Centerville, Utah.

The base monthly lease

payment through November 2023 is $ 20,343 , $ 20,378 through November 2023 and $ 24,616 through November 2025.

As of March 31, 2024,

we had 39 months remaining on the lease.

utilize our incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.

For 2023 and 2022, we used an estimated incremental borrowing rate of 10.00 % and 5.90 % respectively, to determine the present value of

the lease liability.

information related to our operating leases is as follows:

of use asset:

OF RIGHT OF USE ASSET

As of December 31, 2023

As of March 31, 2024$

OF LEASE LIABILITY

Lease liability – December 31, 2023

As of March 31, 2024

table below reconciles the fixed component of the undiscounted cash flows for each of five years to the lease liabilities recorded on

the Balance Sheet as of March 31, 2024:

OF MATURITY LEASE LIABILITY

Minimum Lease Payments

2024 – (Nine Months)

Less interest

Present value of future minimum lease payments

Less current portion

Long term lease liability

RELATED PARTY

described in Note 14 – Dividend Notes Payable , the following were outstanding on the dividend notes payable to our officers

and shareholders as of March 31, 2024 and December 31, 2023:

SCHEDULE OF DIVIDEND NOTES PAYABLE

Chief executive officer, Director and Shareholder

Chief hardware officer, Director and Shareholder

Executive vice president, Director and Shareholder

Interim chief financial officer, Director and Shareholder

Company’s chief executive officer is related to certain lenders of the Company as discussed in Note 12 – Related Party

Notes Payable .

SUBSEQUENT EVENTS

evaluate events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure

in the financial statements.

The accompanying financial statements consider events through the date the financial statements were issued.

DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TRUGOLF

following discussion and analysis provide information that TruGolf’s management believes is relevant to an assessment and understanding

of TruGolf’s results of operations and financial condition.

This discussion should be read in conjunction with the financial statements,

together with related notes and other information included elsewhere in this Form 10-Q.

Additionally, TruGolf’s historical results

are not necessarily indicative of the results that may be expected for any period in the future.

the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations of TruGolf” to “we”, “us”, “our”, and “the Company” are intended

to refer to the business and operations of TruGolf.

Form 10-Q contains certain forward-looking statements.

Historical results may not indicate future performance.

Our forward-looking statements

reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties

that could cause actual results to differ materially from those contemplated by these statements.

Forward-looking

statements include, but are not limited to, statements about:

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted

the ability to maintain the listing of our securities on Nasdaq, and the potential liquidity and trading of our

the risk of disruption to our current plans and operations;

the ability to recognize the anticipated benefits of our business and the Business Combination, which may be affected by, among

other things, competition and the ability to grow, manage growth profitably, and retain key employees;

costs related to our business;

changes in applicable laws or regulations;

our ability to meet its future capital requirements to fund our operations, which may involve debt and/or equity financing, and to

obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash;

our ability to execute on our plans to develop and commercialize our current clinical assets, as well as any future clinical assets

that we license, and the timing of any such commercialization;

our ability to maintain existing license agreements;

our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;

our ability to achieve and maintain profitability in the future;

our financial performance;

other factors disclosed under the section entitled “Risk Factors”.

1983, TruGolf has been passionate about driving the golf industry with innovative, indoor golf solutions.

We build products that capture

the spirit of golf.

Our mission is to help grow the game by making it more available, more approachable and more affordable, through

technology – because we believe golf is for everyone.

team has built award-winning video games (including Links , a popular sports game for PC), innovative hardware solutions, and an

all-new e-sports platform to connect golfers around the world with TruGolf E6 Connect Software, our premier software engine.

Since TruGolf’s

beginning, we have continued to define and redefine what is possible with golf technology.

addition to offering a variety of custom, professional, and portable golf simulators, TruGolf’s latest launch monitor, Apogee,

was created to improve accuracy and to make using the launch monitor easier.

Features of Apogee include:

a unique Apogee Voice Assistant,

a voice command system that allows users to navigate their TruGolf E6 Connect Software gameplay within rounds and practice sessions;

Laser Launchpad, a laser indicator that shows users where to place the ball and when the system is ready to record a swing and Point-of-Impact

(POI) slow-motion replay video.

suite of hardware offerings in the golf technology space is expansive, offering something for virtually everyone from gamers to beginners

to professionals, and all consumers in between.

Hardware offerings are sold through a global network of authorized resellers, retail

outlets and direct-to-consumer through a dedicated TruGolf sales team.

Our suite of hardware offerings ranges from entry level pricing

at just under $400, to well over $100,000 for custom projects, creating a wide range of pricing options for nearly all consumers, and

providing TruGolf with a competitive advantage in creating a wide consumer base as compared to its competitors (who often only focus

in a narrow consumer price range).

creates top golf technology software in the marketplace through its TruGolf E6 Connect Software.

Importantly, TruGolf E6 Connect Software

is designed not only for use with our suite of hardware offerings in the golf technology space, but also integrates with more than twenty-four

third party golf technology hardware manufacturers, translating to a market integration coverage equal to roughly 90% of golf technology

hardware in the global market space, which allows peer-to-peer play across these golf technology hardware manufacturers, allowing for

a unification of the golf technology space.

TruGolf E6 Connect Software records, on average, over 725,000 indoor golf shots per day.

TruGolf E6 Connect Software is both PC and iOS compatible and can be used both indoors and outdoors.

has leveraged its unique position as one of the industry leaders in both hardware and software golf technology solutions to organize

and found the Virtual Golf Association (VGA).

The VGA is a gamified virtual economy that takes place inside the TruGolf E6 Connect Software.

Users have a chance to earn points through play, practice, and more – providing a worldwide leaderboard of connected indoor golfers.

Each shot users take rewards them with points.

These points can be used to purchase in-game enhancements, or to enter virtual golf tournaments

with real world prizes.

The VGA is broken into three models:

Analysis – rewards TruGolf E6 Connect Software users who track and measure their game.

Users can set specific goals (e.g.,

shots hit per month, speed and distance gains, dispersion reduction) and earn points for hitting milestones.

At the end of each month,

users can see how they compared against all other users utilizing the Game Analysis features.

Golf – rewards users for joining with their friends and playing golf online.

Earn points for playing a new course or linking

up to play nine holes with another player utilizing TruGolf E6 Connect Software.

Golf Association Events – events are worldwide leaderboard format, flighted by handicap, where users play and compete to shoot

the lowest score.

These contests include stroke play, closest to the pin, match play, stableford, and more.

Users earn points based

on how they finish in their division.

totality, TruGolf’s business model is designed to be positioned as the hub of golf technology, with groundbreaking hardware technologies

that we believe can become the industry standard and unifying the industry as a whole by serving as the leader of golf technology software

solutions through its TruGolf E6 Connect Software.

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 Nevada”).

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 Nevada 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.

for the Business Combination

Merger was accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, DMAQ was treated

as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer.

In accordance with this

method of accounting, the Business Combination was treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ,

accompanied by a recapitalization.

The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other

intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada.

TruGolf Nevada has been determined

to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf,

Nevada comprising the ongoing operations of New TruGolf,

Nevada contributing a majority of the governing body members of New TruGolf, and

Nevada’s senior management comprising the senior management of New TruGolf.

November 2, 2023 and December 7, 2023, DMAQ executed loan agreements with certain accredited investors (together, the “Prior Loan

Agreements”) pursuant to which such investors agreed to loan DMAQ up to an aggregate $11,000,000 in exchange for the issuance of

convertible notes and warrants.

On February 2, 2024, the Company 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 TruGolf Holdings (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”), we also issued the PIPE Investors the Series A Warrants and the Series

to satisfying the conditions discussed below, we have 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, we 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

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

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

provided that, the principal amount of the additional PIPE Convertible Notes issued at

each Additional Optional Closing must equal at least $250,000.

The Purchase Agreement originally provided that 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.

As described below, such date was extended by the

Amendment (as defined below).

On August 13, 2024, the Company entered into a waiver and amendment agreement

(the “Amendment”), pursuant to which the Company and the PIPE Investors agreed to:

(i) waive any breaches or defaults caused

by the Company’s failure to timely file its SEC reports through August 14, 2024;

(ii) extend the date by which the Additional Optional

Closings may occur until 11 months from the effective date of the initial Registration Statement;

(iii) permit the Company to raise debt

financing from its affiliates through non-convertible, unsecured notes with a maturity date that is later than the maturity date of the

PIPE Convertible Notes;

(iv) waive certain registration failures until September 3, 2024 and permit the issuance of common stock to satisfy

certain registration failures;

and (v) allow the Company to satisfy the interest payments due April 1, 2024, July 1, 2024 and October

1, 2024 from the issuance of common stock or by allowing such amounts to be added to the principal amount of the PIPE Convertible Notes,

as the option of the PIPE Investors.

In addition, certain PIPE Investors agreed to acquire additional PIPE Convertible Notes upon the

effective date of the Registration Statement without regard to any volume or price requirements in the instruments.

software development cost

capitalize certain costs related to the development of our software used in our simulators.

In accordance with authoritative guidance,

including ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed , we began to capitalize these costs when the technological

feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed

project funding, and it was probable that the project would be completed and the software would be used as intended.

Such costs are amortized

when placed in service, on a straight-line basis over the estimated useful life of the related asset, estimated to be three years beginning

on February 1, 2024.

Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed

as incurred and recorded in product development expenses on our statements of operations.

The Company does not capitalize any testing

or maintenance costs.

The accounting for these capitalized software costs requires us to make significant judgments, assumptions and

estimates related to the timing and amount of recognized capitalized software development costs.

For the three months ended March 31,

2024 we capitalized $332,342 of costs related to the development of software applications.

Amortization of capitalized software costs

was $18,463 for the for the three months ended March 31, 2024.

The balance of capitalized software was $363,879 net of accumulated amortization

of $18,463 at March 31, 2024.

Management INC

Ethos Asset Management Loan Agreement (“Loan Agreement”) stipulates that fundings should happen approximately every 30 banking

days, subject to Ethos completing periodic internal audits to ensure the Company was in compliance with the terms of loan agreement.

Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit

of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested.

the lack of additional fundings and in accordance with the terms of the Loan Agreement, in February 2024, we sent Ethos a notice of termination

for materially breaching the Loan Agreement.

Based on the termination for default clause in the Loan Agreement, we are entitled to retain

all the funds disbursed by Ethos and Ethos must release the deposit collateral.

Definitive Agreement

March 2024, we entered into a definitive agreement with mlSpatial, a leading AI and machine learning engineering company, to license

the AI engine they co-developed to increase 9-axis spin accuracy for TruGolf’s acclaimed new APOGEE launch monitor.

The agreement

gives TruGolf the first right of refusal to purchase 100% of mlSpatial assets.

note that the simulator/screen golf market is growing according to the National Golf Foundation (www.ngf.org/simulator-golf-sees-real-surge),

“An estimated 6.2 million Americans hit golf balls with a club in a golf simulator within the past year, a total that surged 73%

compared to pre-pandemic levels.

Golf’s continued evolution includes many new forms of the game and simulated golf is a part of

it.” Based on the growing golf simulator industry trend, we continue to believe there is a strong demand for our new hardware and

software products.

Based on the growing industry golf simulator trend noted above, we continue to believe there is a strong demand for

our new hardware and software products.

to recently released data from The National Golf Foundation, 45 million Americans aged 6 and above played golf in 2023.

This record-setting

total includes 32.9 million people who played off-course golf, with 18.4 million of them who participated exclusively in off-course golf

activities at places such as driving ranges, indoor golf simulators, or golf entertainment venues.

Only 12.1 million played exclusively

on-course, furthering the trend.

External Factors Affecting Our Operating Results

believe that our performance and future success depend on many factors that present significant opportunities for us but also pose risks

and challenges, including those discussed below and in the section entitled “Risk Factors”.

The growth of our business depends on our ability to gain broader acceptance of our current products by continuing

to make users aware of the significant benefits of our products to generate increased demand and frequency of use, and thus increase

Our ability to grow our business will also depend on our ability to expand our customer base in existing or new target

markets, including international markets.

Although we have increased the number of users of TruGolf hardware and software product

offerings and continue to grow our channels globally through established relationships and focused sales efforts, we cannot provide

assurance that our efforts will continue to increase the use of our products.

force size and effectiveness.

The rate at which we grow our sales force and expansion channels and the speed at which newly hired

salespeople and sales channels become effective can impact our revenue growth and our costs incurred in anticipation of such growth.

We intend to continue to make significant investments in our sales and marketing organization and channels by increasing the number

of sales representatives and expanding our international programs to help facilitate further adoption of our products as well as

broaden awareness of our products to new customers.

We are slowly expanding into EMEA through a quickly growing network of distributors

that will each slowly develop their respective territories, sales from EMEA are still below 5% of total sales.

We have also signed

a Joint Venture agreement with a partner in China to manage all distribution needs across Asia.

We are not required to invest in

any of these markets, and as such take a lower margin on products sold there, therefore we expect slowly growing impacts on top line

revenue from these globalization efforts.

and geographic mix;

Our financial results, including our gross margins, may fluctuate from period to period based on

the timing of orders, fluctuations in foreign currency exchange rates and the number of available selling days in a particular period,

which can be impacted by a number of factors, such as holidays or days of severe inclement weather in a particular geography, the

mix of products sold and the geographic mix of where products are sold.

Components of Revenues, Costs and Expenses

revenues come from the sale of TruGolf software and hardware, which products are sold through a global network of authorized resellers,

retail outlets and direct-to-consumer through a dedicated TruGolf sales team.

of revenues consists primarily of costs that are directly related to the delivery of our TruGolf hardware and software products, excluding

depreciation but including direct material, labor, manufacturing overhead, reserves for estimated warranty costs and charges to write-down

the inventory carrying value when it exceeds the estimated net realizable value.

have agreements with certain software golf hardware vendors who bundle our tracking and golf course software with their hardware.

pay them a royalty based on the number of units or subscriptions they sell.

The royalty percentages typically range between 20% to 30%.

The royalty agreements are for one year, with automatic renewal unless each party gives a thirty-day written notice of the intent to

cancel the contract prior to the renewal date.

Wages and Benefits

wages and benefits are expenses earned by our employees in the executive, information technology, finance and accounting, human resources,

administrative functions and outside contractors.

Also included in salaries, wages and benefits are employer payroll taxes, health, dental

and life insurance expenses.

General and Administrative

and marketing expenses consist primarily of advertising, training events, brand building, product marketing activities and installation

and shipping costs.

We expect sales and marketing costs will continue to increase as we expand our international selling and marketing

activities, hire additional personnel, and build brand awareness through advertising and training.

and administrative expenses consist primarily of professional fees paid for legal, accounting, auditing, and consulting services, bad

debt, licenses and association dues, facilities (including rent and utilities) bank and credit card processing fees and other expenses

related to general and administrative activities.

anticipate that our general and administrative expenses will continue to increase as we continue hiring to support our growth.

anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, and investor and public relations expenses

associated with operating as a public registrant.

expense consists of interest expenses associated with issuing notes and balances outstanding under our debt obligations and the gross

sales royalty payable, the amortization of debt issuance costs and original issue discounts associated with such borrowings.

generate cash primarily from our operating activities and, historically, we have used cash flows from operating activities and available

borrowings under certain notes payable as the primary sources of funds to purchase inventory and to fund working capital and capital

expenditures, growth and expansion opportunities (see also “Liquidity and Capital Resources” below).

The management of our

working capital is closely tied to operating cash flows, as working capital can be impacted by, among other things, our accounts receivable

activities, the level of inventories, which may increase or decrease in response to current and expected demand, and the size and timing

of our trade accounts payable payment cycles.

Accounting Estimates

prepare our financial statements in accordance with accounting principles generally accepted in the United States of America.

The application

of many accounting principles requires us to make assumptions, estimates and/or judgments that affect the reported amounts of assets,

liabilities, revenues and expenses in our financial statements.

We base our estimates and judgments on historical experience and other

assumptions that we believe are reasonable under the circumstances.

These assumptions, estimates and/or judgments, however, are often

subjective and they and our actual results may change based on changing circumstances or changes in our analyses.

If actual amounts are

ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts

first become known.

We believe the following critical accounting estimates could potentially produce materially different results if

we were to change underlying assumptions, estimates and/or judgments.

See also Note 2 for a summary of our significant accounting policies.

Receivable, net

manage credit risk associated with our accounts receivables at the customer level.

believe the concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number

of geographically diverse customers.

We manage credit risk through credit approvals and other monitoring procedures.

allowance is estimated using a loss rate model based on delinquency.

The estimated loss rate is based on our historical experience with

specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment

as to the likelihood of ultimate payment based upon available data.

The actual rate of future credit losses, however, may not be similar

to past experience.

Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy

or in the particular circumstances of individual customers.

Accordingly, we may be required to increase or decrease our allowance for

doubtful accounts.

of our inventory consists of raw materials and are valued at the lower of historic cost or net realizable value;

where net realizable

value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion,

disposal and transportation.

Historic inventory costs are calculated on an average or specific cost basis.

The Company records inventory

write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts.

fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input

of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends.

estimates involve inherent uncertainties and the application of management’s judgment.

Expected volatilities used in the valuation

model are based on the average volatility of the comparable companies publicly traded on recognized stock exchanges.

The risk-free rate

for the expected term of the option is based on the United States Treasury yield curve in effect at the time of the grant.

of Operations

of the Three Months ended March 31, 2024 and 2023

following table sets forth certain condensed statement of operations data for the periods indicated in dollars.

In addition, we note

that the period-to-period may not be indicative of future performance.

Three Months Ended March 31

Revenues, net

Cost of revenues

Operating expenses

(Loss) income from operations

Net loss income per common share

revenues were $5,012,022 for the three months ended March 31, 2024, compared to $5,083,199 for the three months ended March 31, 2023,

a decrease of $71,177 or 1.40%.

The decrease in revenues was due primarily to a decrease in software subscription and other sales.

of revenues for the three months ended March 31, 2024, increased $817,254 or 71.58% to $1,959,023 from $1,141,768 for the three months

ended March 31, 2023.

The increase was due primarily to an increase in the inventory adjustment of $709,929 from ($538,427) to $171,502

during the three months ended March 31, 2024 and 2023, respectively.

Materials and components to manufacture our simulators primarily

include fabricated steel, cut cloth, turf, computers, cameras and other high-end electronics which are subject to inflationary pricing

The cost of shipping our finished simulators increased $207,562 due to price increases from our national shipping companies

UPS, FedEx and Seko.

These increased costs were offset by an approximate $100,237 decrease in material costs and other non-inventory

During the three months ended March 31, 2024, the Company allocated $410,317 to cost of revenues from salaries and wages, which

are classified as Selling, general and administrative expense.

We are continuously working with our suppliers for volume pricing discounts

and extended contract terms.

operating expenses were $3,996,684 for the three months ended March 31, 2024, compared to $8,845,951 for the three months ended March

31, 2023, a decrease of $4,849,267 or (54.82%).

The decrease for the three months ended March 31, 2024, compared to the three months

ended March 31, 2023, was due primarily to:

increase of $114,256 in royalty expenses was due to the addition of new distributors and increases in the royalty percentages for

certain resellers.

$389,840 decrease in salaries, wages and benefits expenses.

The three-month period year over

year decrease is a result of:

The Company reclassed approximately $410,000 of salaries, wages and benefits expense to cost of revenues during the three months ended

March 31, 2024.

Salaries, wages and benefits expense for in house employees for the three months ended March 31, 2024 and 2023 was $2,224,631 and $2,231,434,

respectively, a decrease of $6,803 before the reclass of $410,000 to cost of revenues.

$4,573,683 decrease in selling, general and administrative expenses.

The three months over

the prior year’s three months decrease is a result of:

In March 2023, the Board of Directors granting and authorizing the issuance 821 shares of common stock two consultants (and holders of

the convertible notes described in Note 12 – Convertible Noted Payable in our annual audited financial statements included elsewhere

in this Form 8K) in March 2023 for consulting service performed.

The Company recorded consulting fee expense (noncash) of $4,493,333

(estimated fair value of the stock) at the time of grant and issuance.

All other selling, general and administrative expenses (such as facilities professional fees, warehouse, travel, office supplies etc.)

decreased $80,350 for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 as a result of expense

management efforts by the Company.

interest income was $30,587 and $21,497 for the three months ended March 31, 2024 and 2023, respectively.

interest expense was $384,854 and $468,154 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $83,300 or

(17.79%) primarily due to the margin line of credit loan was paid off during 2024.

and Capital Resources

Company consummated the business combination described in Note 1 and Note 2 on January 31, 2024.

The Company received proceeds of approximately

$2,237,213, net of closing costs, expenses and commissions.

The Company recorded a PIPE Convertible Note, the source of the proceeds

from the business combination, of $4,800,000 with an original issue discount of $480,000 (or 10%).

have primarily obtained cash to fund our operations through the reinvestment of free cash flows generated from our business operations,

issuance of common stock to private friend and family investors, issuance of term loans, issuance of notes payable and convertible debt

instruments, and royalty structures.

of March 31, 2024 and December 31, 2023, we had $7,825,967 and 5,397,564 in cash, cash equivalents and restricted cash and current

working capital of $2,459,279 and $1,988,267, respectively.

December 2023, we entered into a $2,000,000 variable rate line of credit with JP Morgan Chase Bank, N.A.

The purpose of the new line

of credit was to consolidate the balances outstanding on the note payable and the previous line of credit, which had matured.

of credit matures on December 31, 2024.

The line of credit has an annual interest rate computed at the Adjusted SOFR (Secured Overnight

Financing Rate) Rate and at a rate of 3.00% above the SOFR Rate.

The Adjusted SOFR rate means the sum of the Applicable margin (3.50%

per annum) plus the SOFR rate applicable to the interest period plus the Unsecured to Secured Rate Adjustment.

The variable rate line

of credit was paid in full during the three months ended March 31, 2024.

Flow from Operating Activities

the three months ended March 31, 2024 the net cash provided by our operating activities was $2,668,617 primarily due to the

liquidation of the marketable securities account of $2,478,953 and an increase in accounts payable of $1,146,347.

The change in the remaining operating assets and liabilities was

$224,013, depreciation and amortization of $36,105, the amortization of the ROU asset of $82,454, the amortization of original

issue discount of $947 and the partial offset by the net loss of $1,301,864.

the three months ended March 31, 2023 the net cash used in our operating activities was $3,071,956.

The change in operating assets and

liabilities was a decrease of $2,763,540.

Other assets increased due to the $1,875,000 deposit paid for the Ethos Management Inc loan

and $116,040 in net Ethos Management Inc deferred loan fees.

The net loss of $5,351,177 was partially offset by increases to cash from

depreciation and amortization of 13,756, amortization of convertible notes original issue discount of $257,233, amortization of ROU asset

of $72,520, bad debt expense of $205,920 and stock-based compensation expense of $4,493,333.

Flows from Investing Activities

the three months ended March 31, 2024 and 2023, the cash used by our investing activities was $332,342 and $2,467,710.

For the three

months ended March 31, 2024 the Company capitalized software development costs of $332,342.

For the three months ended March 31, 2023

the Company purchased fixed assets of $46,650 and purchased short-term investments of $2,421,060.

Flows from Financing Activities

Company consummated the business combination described in Note 1 and Note 2 on January 31, 2024, the Company received proceeds of

approximately $2,237,213, net of closing costs, expenses and commissions.

The Company recorded a PIPE Convertible Note, the source

of the proceeds from the business combination, of $4,800,000 less an original issue discount of 480,000 (or 10%).

the three months ended March 31, 2024 the cash provided by our financing activities was $92.128.

The Company received net proceeds from

the Merger of $2,237,213, paid off the variable rate line of credit of $1,980,937 and made debt payments of $270,795.

the three months ended March 31, 2023 we borrowed $1,875,000 on our Morgan Stanely margin line of credit account and made debt payments

One shareholder returned $42,963 in overpaid past dividends.

The loan proceeds were used for ongoing operations.

Company has incurred net losses and negative operating cash flows for the three months ended March 31, 2024 and 2023.

As the Company

continues to incur losses, successful transition to profitability is dependent on achieving a level of revenues adequate to support the

Company’s cost structure.

Unless and until this occurs, the Company may need to raise capital or issue debt to support ongoing

Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

of obligations in the normal course of business.

Continuation as a going concern is dependent upon continued operations of the Company,

which in turn is dependent upon the Company’s ability to, meets its financial requirements, raise additional capital, and the success

of its future operations.

the rules of ASC Subtopic 205-40 “Presentation of Financial Statements-Going Concern” (“ASC 205-40”), the Company

is required to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations

as they become due within one year after the date that these financial statements are issued or available to be issued.

This evaluation

takes into account a Company’s current available cash and projected cash needs over the one-year evaluation period but may not

consider things beyond its control.

Company believes the recent merger, as described in Note 1 and Note 2, may enable us to raise additional capital through equity offerings

and not incur more debt or loans payable.

significant projected cash requirements related primarily to operating expenses for the next 12 months include $7,000,000 to $8,000,000

for employees’ salaries, wages and benefits, $950,000 to $1,200,000 for installation and customers service, and $1,000,000 to $1,200,000

for development of software and hardware.

No assurances can be given that the results anticipated by our projections will occur.

respect to long-term liquidity requirements, approximately $12,400,000 of our debt contractually matures in years 2025 to 2033.

the event the projected results do not occur, we may have to significantly delay, scale back or discontinue the development and commercialization

of one or more product offerings and other strategic initiatives.

Additionally, we would reduce the number of new hires planned during

the remaining months of 2024, and implement cost reduction measures such as a reduction in headcount, reducing the planned sales and

marketing expense among other cost reduction measures.

We may also issue common stock to potential investors to increase our liquidity.

believes the plan outlined above provides an opportunity for the Company to continue as a going concern.

Cash Requirements for Known Contractual and Other Obligations

have entered into operating leases for our corporate headquarters and a warehouse in Centerville, Utah.

The leases have varying terms

expiring between 2023 and 2025.

In June 2023, we entered into a sixty-month, triple net lease for additional warehouse space in North

Salt Lake, Utah.

The lease payments range between $10,457 and $11,770.

enter into agreements in the normal course of business with various vendors, which are generally cancellable upon notice.

upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of service

providers, up to the date of cancellation.

Accounting Pronouncements

has evaluated all recent accounting pronouncements issued by the Financial Accounting Standards Board and determined that none of the

pronouncements will have a material impact on our financial statements.

We will continue to monitor the issuance of any new accounting

pronouncements and assess their potential impact on the financial statements in future periods.

Growth Company

are an emerging growth company, as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can delay adopting new or revised

accounting standards until such time as those standards apply to private companies.

We have elected to use this extended transition period

for complying with new or revised accounting standards that have different effective dates for public and private companies until the

earlier of the date that (i) we are no longer an emerging growth company or (ii) we affirmatively and irrevocably opt out of the extended

transition period provided in the JOBS Act.

As a result, these financial statements may not be comparable to companies that comply with

new or revised accounting pronouncements as of public company effective dates.

We may choose to early adopt any new or revised accounting

standards whenever such early adoption is permitted for private companies.

and Qualitative Disclosures About Market Risk

had cash and cash equivalents totaling $7,825,967 as of March 31, 2024.

Cash equivalents were invested primarily in low interest checking

or savings accounts.

Our investment policy is focused on the preservation of capital and supporting our liquidity needs.

Under our investment

policy, we will only invest in highly rated securities, issued by the U.S.

government or liquid money market funds.

We do not invest

in financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments.

We may utilize external

investment managers who adhere to the guidelines of our investment policy.

A hypothetical 10% change in interest rates would not have

a material impact on the value of our cash, cash equivalents and restricted cash, net loss or cash flows.

do not have significant exposure to interest rate risk as only our lines of credit are variable rate.

As of March 31, 2024, the variable

rate lines of credit had a balance outstanding of $802,738 compared to the total fixed rate debt outstanding of $15,149,283.

Thus, management

believes a hypothetical 10% change in interest rates would not have a material impact on annualized interest expenses.

maintain our cash in bank deposit accounts which, at times, may exceed any applicable Federal Deposit Insurance Corporation (“FDIC”)

insurance limits.

As of March 31, 2024, the amount in excess of federally insured limits was $6,742,396.

Cybersecurity

have completed an assessment of our suite of controls including technology hardware and software solutions, regular testing of the resiliency

of our systems including penetration and disaster recovery testing as well as regular training sessions on cybersecurity risks and mitigation

strategies and have engaged a third party to bring us up to industry best practices.

We have established an incident response plan and

team to take steps it determines are appropriate to contain, mitigate and remediate a cybersecurity incident and to respond to the associated

business, legal and reputational risks.

There is no assurance that these efforts will fully mitigate cybersecurity risk and mitigation

efforts are not an assurance that no cybersecurity incidents will occur and have had no such breaches of security.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

applicable as we are a smaller reporting company.

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