8-K
filed February 6, 2024, 6:59 PM ET
ticker TRUG
CIK 0001857086
M&A
confidence high
sentiment positive
materiality 1.00
TruGolf Holdings, Inc. (TRUG): M&A transaction — TruGolf completes de-SPAC merger with Deep Medicine, begins trading on Nasdaq under TRUG
TruGolf Holdings, Inc.
- Closed merger on Jan 31, 2024; implied equity value for TruGolf $80M; DMAQ changed name to TruGolf Holdings, Inc.
- Issued 5,750,274 Class A and 1,716,860 Class B shares as merger consideration; total outstanding ~13.26M shares.
- Approximately 379,687 shares redeemed for ~$4.37M from trust at ~$11.50/share before closing.
- Common stock began trading on Nasdaq Capital Market under symbol TRUG on Feb 1, 2024; units delisted.
- New board includes Christopher Jones (21.4% owner), Steven R. Johnson (10.4%), David Ashby (10.9%).
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Riley Russell was appointed as Director at TruGolf Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shaun Limbers was appointed as Director at TruGolf Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
AJ Redmer was appointed as Director at TruGolf Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Humphrey Polanen was appointed as Director at TruGolf Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Jones was appointed as Chief Executive Officer, President and Chairman at TruGolf Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer, President and Chairman
Exact text from the filing
Mr. Christopher Jones was appointed Chief Executive Officer, President and Chairman of the Board of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lindsay Jones was appointed as Chief Financial Officer at TruGolf Holdings, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Mr. Lindsay Jones will serve as the Chief Financial Officer of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TruGolf Holdings, Inc.: Fiscal year end changed from March 31 to December 31 effective as of the Closing Date.
- Change
- fiscal year change
Exact text from the filing
the Company's fiscal year end automatically changed from March 31 to December 31
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TruGolf Holdings, Inc.: Adopted amended and restated bylaws (A&R Bylaws) effective as of the Closing Date.
- Change
- bylaw amendment
Exact text from the filing
the Company adopted amended restated bylaws pursuant to the Proposed Bylaws (the "A&R Bylaws")
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TruGolf Holdings, Inc.: Amended and restated certificate of incorporation (Third A&R Certificate of Incorporation) effective as of the Closing Date.
- Change
- charter amendment
Exact text from the filing
the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Third A&R Certificate of Incorporation
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TruGolf Holdings, Inc. underwent a change of control involving TruGolf for implied equity value for TruGolf equal to $80,000,000 (closed 2024-01-31).
- Action
- change of control
- Counterparty
- TruGolf
- Consideration
- implied equity value for TruGolf equal to $80,000,000
- Closing
- 2024-01-31
Exact text from the filing
pro rata share of the Merger Consideration, determined on the basis of a conversion ratio (the “Conversion Ratio”) derived from an implied equity value for TruGolf equal to $80,000,000, subject to adjustments for TruGolf’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), and (iii) each outstanding option to acquire shares of
View on SEC.gov
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