secwatch / observer
8-K filed July 24, 2023, 7:59 PM ET ticker TRUG CIK 0001857086
M&A confidence high sentiment neutral materiality 0.85

Deep Medicine Acquisition amends TruGolf merger: earnout shares post-closing, $10/share price fixed

TruGolf Holdings, Inc.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

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).

Action
amendment
Agreement
merger
Counterparty
TruGolf, Inc.
Value
Amended and restated merger agreement to provide for contingent earnout shares after closing and $10
Effective
2023-07-21
Exact text from the filing
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.
View on SEC.gov

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TruGolf Holdings, Inc. filing history →

Source: SEC EDGAR
accession 0001493152-23-025358
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