{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-011293","form_type":"8-K","ticker":"TRUG","cik":"0001857086","company_name":"TruGolf Holdings, Inc.","filed_at":"2023-04-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.302858+00:00","generated_at":"2026-06-17T05:24:14.429709+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Deep Medicine Acquisition Corp. enters merger agreement with TruGolf valued at up to $125M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-011293","json":"https://secwatch.observer/filing/0001493152-23-011293.json","markdown":"https://secwatch.observer/filing/0001493152-23-011293.md","text":"https://secwatch.observer/filing/0001493152-23-011293.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223011293/0001493152-23-011293-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223011293/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T05:24:14.429709+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c3e98eb1ba94224681d7c002008c3d64634b924f","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315223011293/0001493152-23-011293-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones"},{"label":"Value","value":"up to $125,000,000"},{"label":"Effective","value":"2023-03-31"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}