{"version":"company-facts.v1","source":"https://secwatch.observer","generated_at":"2026-06-13T10:40:05.363252+00:00","company":{"ticker":"TRUG","cik":1857086,"company_name":"TruGolf Holdings, Inc."},"pagination":{"limit":100,"returned":45,"next_cursor":null},"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer","counterparties":{"contract_counterparty":[{"display_name":"DMAC Merger Sub Inc., Bright Vision Sponsor LLC, TruGolf, Inc., Christopher Jones","detail":"merger","count":1,"first_seen":"2023-12-07T23:59:59+00:00","last_seen":"2023-12-07T23:59:59+00:00","evidence_fact_ids":[89704]},{"display_name":"Finuvia, LLC","detail":"notes_offering","count":1,"first_seen":"2023-12-07T23:59:59+00:00","last_seen":"2023-12-07T23:59:59+00:00","evidence_fact_ids":[89706]},{"display_name":"Greentree Financial Group, Inc. and Finuvia, LLC","detail":"equity_purchase","count":1,"first_seen":"2023-11-02T23:59:59+00:00","last_seen":"2023-11-02T23:59:59+00:00","evidence_fact_ids":[99794]},{"display_name":"Li Holding, Inc., L&H, Inc., JAK Opportunities VI, LLC","detail":"notes_offering","count":1,"first_seen":"2023-12-07T23:59:59+00:00","last_seen":"2023-12-07T23:59:59+00:00","evidence_fact_ids":[89705]},{"display_name":"TruGolf, Inc.","detail":"merger","count":1,"first_seen":"2023-07-24T23:59:59+00:00","last_seen":"2023-07-24T23:59:59+00:00","evidence_fact_ids":[129176]},{"display_name":"four unaffiliated third parties and Bright Vision Sponsor LLC","detail":"other","count":1,"first_seen":"2023-07-14T23:59:59+00:00","last_seen":"2023-07-14T23:59:59+00:00","evidence_fact_ids":[131679]},{"display_name":"the PIPE Investors","detail":"equity_purchase","count":1,"first_seen":"2024-02-07T23:59:59+00:00","last_seen":"2024-02-07T23:59:59+00:00","evidence_fact_ids":[76718]}],"ma_counterparty":[{"display_name":"TruGolf","detail":"change_of_control","count":1,"first_seen":"2024-02-06T23:59:59+00:00","last_seen":"2024-02-06T23:59:59+00:00","evidence_fact_ids":[77058]}]},"facts":[{"fact_type":"executive_change","fact_key":"5430147c2e","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2026-05-06T23:59:59+00:00","payload":{"action":"appointed","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2026-05-15","interim":false,"role":"Chief Financial Officer","role_category":"cfo","successor_name":null,"successor_named":false},"claim":"Steven Passey was appointed as Chief Financial Officer at TruGolf Holdings, Inc..","evidence_excerpt":"On May 1, 2026, TruGolf Holdings, Inc. (the “Company”) entered into an employment letter (the “Employment Letter”) with Steven Passey to serve as the Company’s Chief Financial Officer effective May 15, 2026.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-26-021505","anchor_url":"https://secwatch.observer/filing/0001493152-26-021505#claim-5430147c2e","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315226021505/0001493152-26-021505-index.htm"},{"fact_type":"equity_issuance","fact_key":"f9fbb3d59a6fc177c8810c16062ce64735d2e95b","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2026-03-13T23:59:59+00:00","payload":{"action":"rights_modification","consideration_text":null,"effective_date":"2026-03-10","item_codes_triggered":["3.03"],"purchaser":null,"security_type":"preferred_stock","shares_text":null},"claim":"TruGolf Holdings, Inc. issued preferred stock.","evidence_excerpt":"At the Effective Time, each share of Class A Common Stock, par value $0.0001 per share (the “Delaware Class A Common Stock”), each share of Class B Common Stock, par value $0.0001 per share (the “Delaware Class B Common Stock”), and each share of Series A Preferred Stock, par value $0.0001 per share (the “Delaware Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time was converted into one share of Class A Common Stock, par value $0.0001 per share (the “Nevada Class A Common Stock”), one share of Class B Common Stock, par value $0.0001 per share (the “Nevada Class B Common Stock”), and one share of Series A Preferred Stock, par value $0.0001 per share (the “Nevada Series A Preferred Stock”), respectively, of the Nevada Corporation.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-26-010064","anchor_url":"https://secwatch.observer/filing/0001493152-26-010064#claim-f9fbb3d59a6fc177c8810c16062ce64735d2e95b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315226010064/0001493152-26-010064-index.htm"},{"fact_type":"governance_change","fact_key":"486b28733c36899d7e17062b3976fab1dc0761e4","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2026-03-13T23:59:59+00:00","payload":{"change_type":"bylaw_amendment","effective_date":"2026-03-10","item_codes_triggered":["5.03"],"summary_text":"Adopted new Nevada bylaws to replace Delaware amended bylaws as part of redomestication, effective March 10, 2026."},"claim":"TruGolf Holdings, Inc.: Adopted new Nevada bylaws to replace Delaware amended bylaws as part of redomestication, effective March 10, 2026 (effective 2026-03-10).","evidence_excerpt":"The Company also filed new articles of incorporation with the Nevada Secretary of State (the “Nevada Charter”) and adopted new bylaws (the “Nevada Bylaws”) in connection with the Redomestication.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-26-010064","anchor_url":"https://secwatch.observer/filing/0001493152-26-010064#claim-486b28733c36899d7e17062b3976fab1dc0761e4","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315226010064/0001493152-26-010064-index.htm"},{"fact_type":"governance_change","fact_key":"601d06e5a6ec39775d04428d04edb0f61a75f4ad","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2026-03-13T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2026-03-10","item_codes_triggered":["5.03"],"summary_text":"Amended and restated certificate of incorporation replaced by new Nevada articles of incorporation as part of redomestication from Delaware to Nevada, effective March 10, 2026."},"claim":"TruGolf Holdings, Inc.: Amended and restated certificate of incorporation replaced by new Nevada articles of incorporation as part of redomestication from Delaware to Nevada, effective March 10, 2026 (effective 2026-03-10).","evidence_excerpt":"The Company also filed new articles of incorporation with the Nevada Secretary of State (the “Nevada Charter”) and adopted new bylaws (the “Nevada Bylaws”) in connection with the Redomestication.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-26-010064","anchor_url":"https://secwatch.observer/filing/0001493152-26-010064#claim-601d06e5a6ec39775d04428d04edb0f61a75f4ad","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315226010064/0001493152-26-010064-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"9fd9d2f02a6f183f1b7662fb8359aed92f394156","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2026-01-09T23:59:59+00:00","payload":{"company_response":"intends to hold annual meeting February 17, 2026","compliance_status":"plan_due","cure_deadline":"2026-06-29","deficiency_type":"other","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":false,"minimum_requirement":"annual meeting within 12 months of fiscal year end","notice_date":"2026-01-05","notice_type":"deficiency_notice","plan_due_date":"2026-02-19","raw_rule_text":null,"reported_value":null,"rule_numbers":["5620(a)","5810(c)(2)(G)"],"rules_cited_in_text":true},"claim":"TruGolf Holdings, Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)(G)).","evidence_excerpt":"January 5, 2026, TruGolf Holdings, Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications\nStaff (“Staff”) of the Nasdaq Stock Market LLC (the “Nasdaq”) due to the Company’s non-compliance with\nNasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the “Listing Rule”) as a result of the Company’s failure to hold an\nannual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. The\nCompany per the delinquency notification letter must submit additional information regarding this deficiency to the Staff, in writing\nno later than Fe","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-26-001110","anchor_url":"https://secwatch.observer/filing/0001493152-26-001110#claim-9fd9d2f02a6f183f1b7662fb8359aed92f394156","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315226001110/0001493152-26-001110-index.htm"},{"fact_type":"governance_change","fact_key":"d0e793e60dfa7013e43da5d811abd58a30a4d582","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2025-06-24T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2025-06-23","item_codes_triggered":["5.03"],"summary_text":"Approved and filed an amendment to the amended and restated certificate of incorporation to effect a 1-for-50 reverse stock split, effective at 12:01 a.m. Eastern Time on June 23, 2025."},"claim":"TruGolf Holdings, Inc.: Approved and filed an amendment to the amended and restated certificate of incorporation to effect a 1-for-50 reverse stock split, effective at 12:01 a.m. Eastern Time on June 23, 2025 (effective 2025-06-23).","evidence_excerpt":"The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on June 23, 2025 (the “Effective Time”).","confidence":0.98,"filing_url":"https://secwatch.observer/filing/0001641172-25-016295","anchor_url":"https://secwatch.observer/filing/0001641172-25-016295#claim-d0e793e60dfa7013e43da5d811abd58a30a4d582","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000164117225016295/0001641172-25-016295-index.htm"},{"fact_type":"governance_change","fact_key":"ac4032dbce3049969969d0942913750fe911e149","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2025-06-03T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2025-06-02","item_codes_triggered":["5.03"],"summary_text":"Increased authorized shares of Class A Common Stock from 90,000,000 to 650,000,000"},"claim":"TruGolf Holdings, Inc.: Increased authorized shares of Class A Common Stock from 90,000,000 to 650,000,000 (effective 2025-06-02).","evidence_excerpt":"stockholders approved a proposal to approve a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate Amendment”) which would amend the Company’s existing certificate of incorporation, as amended, to increase the number of authorized shares of the Company’s Class A Common Stock from 90,000,000 shares to 650,000,000 shares. The Certificate Amendment became effective upon filing with the Delaware Secretary of State on June 2, 2025.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001641172-25-013299","anchor_url":"https://secwatch.observer/filing/0001641172-25-013299#claim-ac4032dbce3049969969d0942913750fe911e149","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000164117225013299/0001641172-25-013299-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"0fd29df6071bc4fb6f724f0141d69c82e24cb6b9","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2025-05-09T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"hearing_requested","cure_deadline":null,"deficiency_type":"market_value","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2025-05-07","notice_type":"deficiency_notice","plan_due_date":null,"raw_rule_text":null,"reported_value":null,"rule_numbers":["5450(b)(2)(C)","5810(c)(3)(A)","5810(d)"],"rules_cited_in_text":true},"claim":"TruGolf Holdings, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(C), 5810(c)(3)(A), 5810(d)).","evidence_excerpt":"rement and the bid price requirement. The\nNasdaq Notice was Nasdaq’s formal notification to the Company that the Nasdaq Hearings Panel (the “Panel”) will consider\nthis matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Global Market. Pursuant to Listing\nRule 5810(d), the Company is permitted to present its views with respect to this additional deficiency at its Panel hearing. If the Company\nfails to address the aforementioned issue, the Panel will consider the record as presented at the hearing and will make its determination\nbased upon that information","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001641172-25-009482","anchor_url":"https://secwatch.observer/filing/0001641172-25-009482#claim-0fd29df6071bc4fb6f724f0141d69c82e24cb6b9","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000164117225009482/0001641172-25-009482-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"44713a2e42d69041e6896ddcfc678b34dcfb2620","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2025-05-09T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"hearing_requested","cure_deadline":null,"deficiency_type":"minimum_bid_price","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2025-05-07","notice_type":"deficiency_notice","plan_due_date":null,"raw_rule_text":null,"reported_value":null,"rule_numbers":["5810(c)(3)(A)","5450(a)(1)"],"rules_cited_in_text":true},"claim":"TruGolf Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5810(c)(3)(A), 5450(a)(1)).","evidence_excerpt":"rement and the bid price requirement. The\nNasdaq Notice was Nasdaq’s formal notification to the Company that the Nasdaq Hearings Panel (the “Panel”) will consider\nthis matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Global Market. Pursuant to Listing\nRule 5810(d), the Company is permitted to present its views with respect to this additional deficiency at its Panel hearing. If the Company\nfails to address the aforementioned issue, the Panel will consider the record as presented at the hearing and will make its determination\nbased upon that information","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001641172-25-009482","anchor_url":"https://secwatch.observer/filing/0001641172-25-009482#claim-44713a2e42d69041e6896ddcfc678b34dcfb2620","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000164117225009482/0001641172-25-009482-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"f6be2667669f39c7628e927482530e43e5032658","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2025-04-04T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"delisting_pending","cure_deadline":"2025-03-31","deficiency_type":"stockholders_equity","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":"2025-04-09","immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2025-04-02","notice_type":"delisting_notice","plan_due_date":null,"raw_rule_text":null,"reported_value":null,"rule_numbers":["5450(b)(1)(A)"],"rules_cited_in_text":true},"claim":"TruGolf Holdings, Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5450(b)(1)(A)).","evidence_excerpt":"April 2, 2025, the Company\nreceived a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that the Staff had determined\nthat the Company had not regained compliance with the Rule. Accordingly, the Staff indicated that unless the Company requests a hearing\npanel (a “Panel”) appeal of the delist determination by April 9, 2025, its securities would be delisted on April 11, 2025. The\nCompany intends to appeal Nasdaq’s determination to a Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800\nSeries to stay the suspension of the Company’s securit","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001641172-25-002803","anchor_url":"https://secwatch.observer/filing/0001641172-25-002803#claim-f6be2667669f39c7628e927482530e43e5032658","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000164117225002803/0001641172-25-002803-index.htm"},{"fact_type":"shareholder_vote","fact_key":"263127bbaee05994b1d210ec488e5386a51791a8","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2024-03-11T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2024-03-11","outcome":"passed","proposal_text":"To approve adjournment of the Meeting, if necessary, to solicit additional proxies","proposal_type":"other","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"152","votes_against":"2,212","votes_for":"50,254,113","votes_withheld":null}]},"claim":"TruGolf Holdings, Inc. shareholders approved To approve adjournment of the Meeting, if necessary, to solicit additional proxies at the 2024-03-11 meeting.","evidence_excerpt":"Proposal 2: To approve an adjournment of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1. For Against Abstentions 50,254,113 2,212 152","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-009600","anchor_url":"https://secwatch.observer/filing/0001493152-24-009600#claim-263127bbaee05994b1d210ec488e5386a51791a8","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224009600/0001493152-24-009600-index.htm"},{"fact_type":"shareholder_vote","fact_key":"7e532e981a7bcff4d424954c29fed9d2e7c9b8b6","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2024-03-11T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2024-03-11","outcome":"passed","proposal_text":"To approve issuance of shares of Class A common stock upon conversion of PIPE Convertible Notes and upon exercise of PIPE Warrants","proposal_type":"other","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"3","votes_against":"22,106.00","votes_for":"50,234,375","votes_withheld":null}]},"claim":"TruGolf Holdings, Inc. shareholders approved To approve issuance of shares of Class A common stock upon conversion of PIPE Convertible Notes and upon exercise of PIPE Warrants at the 2024-03-11 meeting.","evidence_excerpt":"Proposal 1: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), our issuance of all of the shares of our Class A common stock upon conversion of the PIPE Convertible Notes","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-009600","anchor_url":"https://secwatch.observer/filing/0001493152-24-009600#claim-7e532e981a7bcff4d424954c29fed9d2e7c9b8b6","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224009600/0001493152-24-009600-index.htm"},{"fact_type":"auditor_change","fact_key":"21819b9cd98848e95b229b3d6fd98283a9eab45b","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2024-02-23T23:59:59+00:00","payload":{"action":"engagement","auditor_name":"CohnReznick LLP","disagreement_text":null,"effective_date":"2023-04-05","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":null},"claim":"TruGolf Holdings, Inc. engaged CohnReznick LLP as its auditor.","evidence_excerpt":"On April 5, 2023, TruGolf Inc. engaged CohnReznick to serve as its independent registered public accounting firm for the fiscal year ended December 31, 2022.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-007660","anchor_url":"https://secwatch.observer/filing/0001493152-24-007660#claim-21819b9cd98848e95b229b3d6fd98283a9eab45b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224007660/0001493152-24-007660-index.htm"},{"fact_type":"auditor_change","fact_key":"67ef202ae37c4f08dc5f347a5b6ab3b5cda32482","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2024-02-23T23:59:59+00:00","payload":{"action":"dismissal","auditor_name":"MaloneBailey, LLP","disagreement_text":null,"effective_date":"2024-02-19","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":"Haynie & Company"},"claim":"TruGolf Holdings, Inc. dismissed MaloneBailey, LLP as its auditor.","evidence_excerpt":"MaloneBailey, LLP (\"MaloneBailey\"), the Company’s independent registered public accounting firm prior to the Business Combination (completed on January 31, 2024) was dismissed on February 19, 2024.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-007660","anchor_url":"https://secwatch.observer/filing/0001493152-24-007660#claim-67ef202ae37c4f08dc5f347a5b6ab3b5cda32482","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224007660/0001493152-24-007660-index.htm"},{"fact_type":"auditor_change","fact_key":"18d6c5814016ddd51f95a2997889ff4acd7ed501","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2024-02-23T23:59:59+00:00","payload":{"action":"engagement","auditor_name":"Haynie & Company","disagreement_text":null,"effective_date":"2024-02-19","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":null},"claim":"TruGolf Holdings, Inc. engaged Haynie & Company as its auditor.","evidence_excerpt":"On February 19, 2024, the Audit Committee of the Board of Directors of TruGolf Holdings, Inc. (\"Company\") approved the engagement of Haynie & Company (\"Haynie\") as independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2023.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-007660","anchor_url":"https://secwatch.observer/filing/0001493152-24-007660#claim-18d6c5814016ddd51f95a2997889ff4acd7ed501","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224007660/0001493152-24-007660-index.htm"},{"fact_type":"material_agreement","fact_key":"ecb4c24f4170d63a52dff4c1143e25af28967e57","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2024-02-07T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Purchase Agreement","agreement_type":"equity_purchase","counterparty":"the PIPE Investors","effective_date":"2024-02-02","item_codes_triggered":["1.01"],"value_text":"aggregate principal amount of up to $15,500,000"},"claim":"TruGolf Holdings, Inc. entered into Purchase Agreement with the PIPE Investors valued at aggregate principal amount of up to $15,500,000 (effective 2024-02-02).","evidence_excerpt":"On February 2, 2024, TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.) 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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 to 45,455.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-044066","anchor_url":"https://secwatch.observer/filing/0001493152-23-044066#claim-189bf278345270d939c9b0b791fbec5617878154","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223044066/0001493152-23-044066-index.htm"},{"fact_type":"material_agreement","fact_key":"fc99d83f8c515dd884975d106fbbbb2295d3e398","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-12-07T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Loan 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Pursuant to the terms and conditions of the Loan Agreements, DMAQ 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 DMAQ and TruGolf (the “ Business Combination ”) pursuant to the Merger Agreement, as amended.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-23-044066","anchor_url":"https://secwatch.observer/filing/0001493152-23-044066#claim-fc99d83f8c515dd884975d106fbbbb2295d3e398","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223044066/0001493152-23-044066-index.htm"},{"fact_type":"material_agreement","fact_key":"3099cc597ce7bed8b7f89ee5cb8a86babf700211","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-12-07T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Amended and Restated Agreement and Plan of Merger","agreement_type":"merger","counterparty":"DMAC Merger Sub Inc., Bright Vision Sponsor LLC, TruGolf, Inc., Christopher Jones","effective_date":"2023-12-07","item_codes_triggered":["1.01"],"value_text":null},"claim":"TruGolf Holdings, Inc. amended Amended and Restated Agreement and Plan of Merger with DMAC Merger Sub Inc., Bright Vision Sponsor LLC, TruGolf, Inc., Christopher Jones (effective 2023-12-07).","evidence_excerpt":"On December 7, 2023, DMAQ, 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 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 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-044066","anchor_url":"https://secwatch.observer/filing/0001493152-23-044066#claim-3099cc597ce7bed8b7f89ee5cb8a86babf700211","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223044066/0001493152-23-044066-index.htm"},{"fact_type":"material_agreement","fact_key":"5fde947e0d0f91bd64c9d243f18538f86be30d1f","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-11-02T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Loan Agreements","agreement_type":"equity_purchase","counterparty":"Greentree Financial Group, Inc. and Finuvia, LLC","effective_date":"2023-11-02","item_codes_triggered":["1.01"],"value_text":"up to $8,000,000 in principal amount of convertible notes"},"claim":"TruGolf Holdings, Inc. entered into Loan Agreements with Greentree Financial Group, Inc. and Finuvia, LLC valued at up to $8,000,000 in principal amount of convertible notes (effective 2023-11-02).","evidence_excerpt":"On November 2, 2023, Deep Medicine Acquisition Corp., a Delaware corporation (“ DMAQ ” or the “ Company ”), executed a Loan Agreement (together, the “ Loan Agreements ”) with each of Greentree Financial Group, Inc. and Finuvia, LLC (together, the “ PIPE Investors ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-039143","anchor_url":"https://secwatch.observer/filing/0001493152-23-039143#claim-5fde947e0d0f91bd64c9d243f18538f86be30d1f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223039143/0001493152-23-039143-index.htm"},{"fact_type":"material_agreement","fact_key":"d9456491103a69c844052f38928e7f28c075ac6e","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-07-24T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Amended and Restated Agreement and Plan of Merger","agreement_type":"merger","counterparty":"TruGolf, Inc.","effective_date":"2023-07-21","item_codes_triggered":["1.01"],"value_text":"Amended and restated merger agreement to provide for contingent earnout shares after closing and $10"},"claim":"TruGolf Holdings, Inc. amended Amended and Restated Agreement and Plan of Merger with TruGolf, Inc. valued at Amended and restated merger agreement to provide for contingent earnout shares after closing and $10 (effective 2023-07-21).","evidence_excerpt":"On 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 (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.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-23-025358","anchor_url":"https://secwatch.observer/filing/0001493152-23-025358#claim-d9456491103a69c844052f38928e7f28c075ac6e","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223025358/0001493152-23-025358-index.htm"},{"fact_type":"material_agreement","fact_key":"d53abf31c211b66bbd6f5113c788cb6837e09a7e","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-07-18T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Non-Redemption Agreements","agreement_type":"other","counterparty":"certain unaffiliated third parties","effective_date":"2023-07-12","item_codes_triggered":["1.01"],"value_text":null},"claim":"TruGolf Holdings, Inc. entered into Non-Redemption Agreements with certain unaffiliated third parties (effective 2023-07-12).","evidence_excerpt":"As previously disclosed in the Current Reports on Form 8-K filed by Deep Medicine Acquisition Corp. (the “ Company ”) with the Securities and Exchange Commission on July 12, 2023 and July 14, 2023, the Company and Bright Vision Sponsor LLC (the “ Sponsor ”) have entered into certain non-redemption agreements (the “ Non-Redemption Agreements ”) with certain unaffiliated third parties in connection with the special meeting on July 13, 2023 called by the Company.","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001493152-23-024831","anchor_url":"https://secwatch.observer/filing/0001493152-23-024831#claim-d53abf31c211b66bbd6f5113c788cb6837e09a7e","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223024831/0001493152-23-024831-index.htm"},{"fact_type":"governance_change","fact_key":"d25e888aa86ededf7fc612e363ee9c9a80798611","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-07-14T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2023-07-13","item_codes_triggered":["5.03"],"summary_text":"Extended the deadline for the company to complete its initial business combination from July 29, 2023 to January 29, 2024."},"claim":"TruGolf Holdings, Inc.: Extended the deadline for the company to complete its initial business combination from July 29, 2023 to January 29, 2024 (effective 2023-07-13).","evidence_excerpt":"On July 13, 2023, the Company filed the second amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Charter Amendment ”). The Charter Amendment extends 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-024541","anchor_url":"https://secwatch.observer/filing/0001493152-23-024541#claim-d25e888aa86ededf7fc612e363ee9c9a80798611","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223024541/0001493152-23-024541-index.htm"},{"fact_type":"shareholder_vote","fact_key":"9a7e71ed6a0f74991c6e599610ee3f6f06c5d2cc","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-07-14T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-07-13","outcome":"passed","proposal_text":"Extension Amendment Proposal 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","proposal_type":"charter_amendment","results":[{"broker_non_votes":"0","subject":null,"votes_abstain":"0","votes_against":"206,576","votes_for":"3,947,761","votes_withheld":null}]},"claim":"TruGolf Holdings, Inc. shareholders approved Extension Amendment Proposal 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 at the 2023-07-13 meeting.","evidence_excerpt":"On July 13, 2023, the Company held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved the 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 “ Extension Amendment Proposal ”). The final voting results for the Extension Amendment Proposal were as follows: For Against Abstain Broker Non-Votes 3,947,761 206,576 0 0","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-024541","anchor_url":"https://secwatch.observer/filing/0001493152-23-024541#claim-9a7e71ed6a0f74991c6e599610ee3f6f06c5d2cc","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223024541/0001493152-23-024541-index.htm"},{"fact_type":"material_agreement","fact_key":"116556a045bde5bf339ce7b7e3beb41295234977","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-07-14T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Non-Redemption Agreements","agreement_type":"other","counterparty":"four unaffiliated third parties and Bright Vision Sponsor LLC","effective_date":null,"item_codes_triggered":["1.01"],"value_text":null},"claim":"TruGolf Holdings, Inc. entered into Non-Redemption Agreements with four unaffiliated third parties and Bright Vision Sponsor LLC.","evidence_excerpt":"the Company and the Sponsor have entered into such non-redemption agreements with four unaffiliated third parties in total, with respect to a maximum aggregate of 434,548 shares of Class A common stock of the Company","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-024541","anchor_url":"https://secwatch.observer/filing/0001493152-23-024541#claim-116556a045bde5bf339ce7b7e3beb41295234977","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223024541/0001493152-23-024541-index.htm"},{"fact_type":"material_agreement","fact_key":"77d225005c5b0c91d3e2140f059ec1a8c8004966","cik":1857086,"ticker":"TRUG","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-07-12T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Non-Redemption Agreement","agreement_type":"other","counterparty":"certain unaffiliated third parties","effective_date":"2023-07-11","item_codes_triggered":["1.01"],"value_text":null},"claim":"TruGolf Holdings, Inc. entered into Non-Redemption Agreement with certain unaffiliated third parties (effective 2023-07-11).","evidence_excerpt":"On July 11, 2023, Deep Medicine Acquisition Corp. (the “Company”) and Bright Vision Sponsor LLC (the “Sponsor”), the sponsor of the Company, entered into certain non-redemption agreements (“Non-Redemption Agreement”) with certain unaffiliated third parties","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-024288","anchor_url":"https://secwatch.observer/filing/0001493152-23-024288#claim-77d225005c5b0c91d3e2140f059ec1a8c8004966","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223024288/0001493152-23-024288-index.htm"}]}