---
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"
generated_at: "2026-06-17T05:24:14.429709+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-011293
- JSON: https://secwatch.observer/filing/0001493152-23-011293.json
- Plain text: https://secwatch.observer/filing/0001493152-23-011293.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315223011293/0001493152-23-011293-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.