{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-005145","form_type":"8-K","ticker":"TRUG","cik":"0001857086","company_name":"TruGolf Holdings, Inc.","filed_at":"2024-02-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.063275+00:00","generated_at":"2026-06-06T08:31:21.806275+00:00","sec_items":["1.01","5.02","2.01","5.06","9.01","3.02","3.01","3.03","5.03","5.01","5.05","7.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"TruGolf completes de-SPAC merger with Deep Medicine, begins trading on Nasdaq under TRUG","bullets":["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%)."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-005145","json":"https://secwatch.observer/filing/0001493152-24-005145.json","markdown":"https://secwatch.observer/filing/0001493152-24-005145.md","text":"https://secwatch.observer/filing/0001493152-24-005145.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T08:31:21.806275+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":"2037595174","claim":"Riley Russell was appointed as Director at TruGolf Holdings, Inc..","evidence_excerpt":"Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"20a5ba3175","claim":"Shaun Limbers was appointed as Director at TruGolf Holdings, Inc..","evidence_excerpt":"Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.95,"family_label":"Executive 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5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b0650b960c","claim":"Christopher Jones was appointed as Chief Executive Officer, President and Chairman at TruGolf Holdings, Inc..","evidence_excerpt":"Mr. Christopher Jones was appointed Chief Executive Officer, President and Chairman of the Board of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer, President and Chairman"}],"fact_type":"executive_change"},{"claim_id":"ee9165a3a2","claim":"Lindsay Jones was appointed as Chief Financial Officer at TruGolf Holdings, Inc..","evidence_excerpt":"Mr. Lindsay Jones will serve as the Chief Financial Officer of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"206a686674431274f0d350fe2c1304a199f0c70c","claim":"TruGolf Holdings, Inc.: Fiscal year end changed from March 31 to December 31 effective as of the Closing Date.","evidence_excerpt":"the Company's fiscal year end automatically changed from March 31 to December 31","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"fiscal year change"}],"fact_type":"governance_change"},{"claim_id":"43733e6a18123d3fcad104c82aa61fc5a4c825d7","claim":"TruGolf Holdings, Inc.: Adopted amended and restated bylaws (A&R Bylaws) effective as of the Closing Date.","evidence_excerpt":"the Company adopted amended restated bylaws pursuant to the Proposed Bylaws (the \"A&R Bylaws\")","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"ceeb067df3c51ae27fc613de5d4305b26fc33f9d","claim":"TruGolf Holdings, Inc.: Amended and restated certificate of incorporation (Third A&R Certificate of Incorporation) effective as of the Closing Date.","evidence_excerpt":"the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Third A&R Certificate of Incorporation","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"5a9bede67ec36f87725e11e8f99c6622fdbe2720","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"TruGolf"},{"label":"Consideration","value":"implied equity value for TruGolf equal to $80,000,000"},{"label":"Closing","value":"2024-01-31"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}