---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-025358"
form_type: "8-K"
ticker: "TRUG"
cik: "0001857086"
company_name: "TruGolf Holdings, Inc."
filed_at: "2023-07-24T23:59:59+00:00"
generated_at: "2026-06-13T04:31:03.522069+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- Earnout shares to be issued after Closing if milestones met, not at Closing and put in escrow.
- Per share price for merger consideration fixed at $10.00, not tied to redemption price.
- Agreement restated to amend Original Merger Agreement dated March 31, 2023.
- TruGolf is a developer of indoor golf simulators for luxury-residential and commercial use.
- Transaction still subject to stockholder approval and SEC registration statement.

## SEC filing metadata
- accession: 0001493152-23-025358
- form_type: 8-K
- ticker: TRUG
- cik: 0001857086
- company_name: TruGolf Holdings, Inc.
- filed_at: 2023-07-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1857086/000149315223025358/0001493152-23-025358-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1857086/000149315223025358/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-025358
- JSON: https://secwatch.observer/filing/0001493152-23-025358.json
- Plain text: https://secwatch.observer/filing/0001493152-23-025358.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315223025358/0001493152-23-025358-index.htm

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