--- 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" generated_at: "2026-06-06T08:31:21.806275+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # TruGolf completes de-SPAC merger with Deep Medicine, begins trading on Nasdaq under TRUG ## Summary - 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%). ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - 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 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-005145 - JSON: https://secwatch.observer/filing/0001493152-24-005145.json - Plain text: https://secwatch.observer/filing/0001493152-24-005145.txt ## Key facts - Executive change Riley Russell was appointed as Director at TruGolf Holdings, Inc.. - Action: appointed - Role: Director source text: Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Executive change Shaun Limbers was appointed as Director at TruGolf Holdings, Inc.. - Action: appointed - Role: Director source text: Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Executive change AJ Redmer was appointed as Director at TruGolf Holdings, Inc.. - Action: appointed - Role: Director source text: Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Executive change Humphrey Polanen was appointed as Director at TruGolf Holdings, Inc.. - Action: appointed - Role: Director source text: Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Executive change Christopher Jones was appointed as Chief Executive Officer, President and Chairman at TruGolf Holdings, Inc.. - Action: appointed - Role: Chief Executive Officer, President and Chairman source text: Mr. Christopher Jones was appointed Chief Executive Officer, President and Chairman of the Board of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Executive change Lindsay Jones was appointed as Chief Financial Officer at TruGolf Holdings, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Mr. Lindsay Jones will serve as the Chief Financial Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Governance Changes TruGolf Holdings, Inc.: Fiscal year end changed from March 31 to December 31 effective as of the Closing Date. - Change: fiscal year change source text: the Company's fiscal year end automatically changed from March 31 to December 31 evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Governance Changes TruGolf Holdings, Inc.: Adopted amended and restated bylaws (A&R Bylaws) effective as of the Closing Date. - Change: bylaw amendment source text: the Company adopted amended restated bylaws pursuant to the Proposed Bylaws (the "A&R Bylaws") evidence_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - Governance Changes TruGolf Holdings, Inc.: Amended and restated certificate of incorporation (Third A&R Certificate of Incorporation) effective as of the Closing Date. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1857086/000149315224005145/0001493152-24-005145-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.