Deep Medicine Acquisition Corp. enters merger agreement with TruGolf valued at up to $125M

TruGolf Holdings, Inc.

Total merger consideration up to $125M: $80M base plus up to $45M in restricted shares subject to earnout milestones.
Restricted shares (4.5M shares) escrowed; vest based on 2024-2026 revenue targets ($30M-$100M), stock price ($13-$17), or franchise openings.
Closing conditions include stockholder approvals, minimum cash of $10M post-redemptions, and net tangible assets of at least $5,000,001.
Post-closing board: 7 members, 4 independent; TruGolf designates 4, 3 mutually agreed; CEO and CFO from TruGolf.
Outside date for closing is July 29, 2023, with possible extension by DMAQ.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TruGolf Holdings, Inc. entered into Merger Agreement with DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones valued at up to $125,000,000 (effective 2023-03-31).

Action: entry
Agreement: merger
Counterparty: DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones
Value: up to $125,000,000
Effective: 2023-03-31

Exact text from the filing

On March 31, 2023, DMAQ entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with DMAC Merger Sub Inc., a Nevada corporation and newly formed wholly-owned subsidiary of DMAQ (“ Merger Sub ”), Bright Vision Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”), solely in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “ Effective Time ”) for the stockholders of DMAQ (other than the TruGolf Stockholders (as defined below) (the “ Sponsor’s Purchaser Representative ”), TruGolf and Christopher Jones, an individual, solely in his capacity as the representative from and after the Effective Time for the TruGolf Stockholders (the “ Seller Representative ”).

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TruGolf Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-011293

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