What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-08-14 compared with 2024-02-14 · 57 added, 61 removed, 12 unchanged (91% of the section changed)

Other Information

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”).

For a description of the terms of the PIPE Financing, see Item 2, “Management’s Discussion

and Analysis of Financial Condition and Results of Operations – Recent Developments – PIPE Offering”.

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.

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.

Company’s Chief Financial Officer, Lindsay Jones, resigned on May 1, 2024 and the Company’s Board of Directors appointed

Christopher Jones to serve as interim Chief Financial Officer.

The Company has also hired an outside to firm to assist in the

performance of the financial reporting matters.

There was no severance paid out to Mr.

The former Chief Financial Officer has cooperated

with the Company during the interim transition.

the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a

1 unchanged sentence

Exchange Act of 1934, as amended).

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Amendment to the Merger Agreement, dated as of December 7, 2023, by and among the Company, DMAC Merger Sub Inc., Bright Vision Sponsor

LLC, Christopher Jones and TruGolf, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form

8-K filed on December 7, 2023)

of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC

on November 2, 2023)

Agreement, dated as of November 2, 2023, by and between Deep Medicine Acquisition Corp.

and Greentree Financial Group, Inc.

(incorporated

herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2023)

Agreement, dated as of November 2, 2023, by and between Deep Medicine Acquisition Corp.

and Finuvia, LLC (incorporated herein by

reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2023)

of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form

8-K filed with the SEC on November 2, 2023)

of Convertible Note (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with

the SEC on November 2, 2023)

Agreement, dated as of December 7, 2023, by and between Deep Medicine Acquisition Corp.

and Li Holding, Inc.

(incorporated herein

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023)

Agreement, dated as of December 7, 2023, by and between Deep Medicine Acquisition Corp.

and L&H, Inc.

(incorporated herein by

reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023)

Agreement, dated as of December 7, 2023, by and between Deep Medicine Acquisition Corp.

and JAK Opportunities VI, LLC.

(incorporated

herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023)

and Restated Loan Agreement, dated as of December 7, 2023, by and between Deep Medicine Acquisition Corp.

and Finuvia, LLC.

(incorporated

herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023)

Certification

of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report of Form 10-Q.

Form of Amended and Restated Certificate of Incorporation of New TruGolf incorporated by reference to Annex C to the proxy statement/prospectus filed on December 29, 2023.

Bylaws of New TruGolf (incorporated by reference to Exhibit 3.2 of the Form 8-K filed on February 6, 2024).

Form of Series A Warrants (incorporated by reference to exhibit 4.2 of the Form 8-K filed on February 7, 2024)

Form of Series B Warrants (incorporated by reference to exhibit 4.2 of the Form 8-K filed on February 7, 2024)

Form of Notes (incorporated by reference to exhibit 4.1 of the Form 8-K filed on February 7, 2024)

Securities Purchase Agreement, dated February 2, 2024 (incorporated by reference to exhibit 10.1 of the Form 8-K filed on February 7, 2024).

Registration Rights Agreement, dated February 2, 2024 (incorporated by reference to exhibit 10.2 of the Form 8-K filed on February 7, 2024).

Indemnity Agreement, incorporate by reference to Exhibit 10.5 of the Form 8K filed on February 6, 2024

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of Sarbanes- Oxley Act of

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

of Principal Executive Officer and Principal Financial Officer Pursuant to Section 18 U.S.C.

Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

2 unchanged sentences

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File.

exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2)

of Regulation S-K.

The Registrant agrees to furnish supplementally to the SEC a copy of all

omitted exhibits and schedules upon its request.

accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Holdings, Inc.

Deep Medicine Acquisition Corp.

February 14, 2024

Christopher Jones

Executive Officer

Executive Officer)

February 14, 2024

Lindsay Jones

Financial Officer

Financial and Accounting Officer)

Christopher (Chris) Jones

(Chris) Jones

Executive Officer and Interim Chief Financial Officer

Executive Officer, Principal Financial Officer and Principal Accounting Officer)

August 14, 2024

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 5. Other Information