TruGolf Holdings, Inc. entered into Non-Redemption Agreement with certain unaffiliated third parties (effective 2023-07-11).
“On July 11, 2023, Deep Medicine Acquisition Corp. (the “Company”) and Bright Vision Sponsor LLC (the “Sponsor”), the sponsor of the Company, entered into certain non-redemption agreements (“Non-Redemption Agreement”) with certain unaffiliated third parties”
Material Agreements
TruGolf Holdings, Inc. entered into Merger Agreement with DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones valued at up to $125,000,000 (effective 2023-03-31).
“On March 31, 2023, DMAQ entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with DMAC Merger Sub Inc., a Nevada corporation and newly formed wholly-owned subsidiary of DMAQ (“ Merger Sub ”), Bright Vision Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”), solely in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “ Effective Time ”) for the stockholders of DMAQ (other than the TruGolf Stockholders (as defined below) (the “ Sponsor’s Purchaser Representative ”), TruGolf and Christopher Jones, an individual, solely in his capacity as the representative from and after the Effective Time for the TruGolf Stockholders (the “ Seller Representative ”).”
Listing & Compliance Notices
TruGolf Holdings, Inc. received a nasdaq deficiency notice notice regarding other (rules 5450(b)(2)).
“January 22, 2023 indicating that the Company, following the stockholder redemptions at its last stockholder meeting, is not in compliance with Listing Rule 5450(b)(2), due to the Company’s failure to meet the minimum 1,100,000 publicly held shares requirement for continued listing on the Nasdaq Global Market. Upon the transfer of listing of the Company’s securities on the Nasdaq Capital Market on February 17, 2023, such deficiency would be resolved. On February 16, 2023, the Company issued a press release announcing its listing transfer to the Nasdaq Capital Market, which is attached as Exhibi”
Listing & Compliance Notices
TruGolf Holdings, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)).
“January 22, 2023, Deep Medicine Acquisition Corp., a Delaware corporation (the “ Company ”) received a written notice (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market (“ Nasdaq ”) indicating that, following the stockholder redemptions at the Company’s last stockholder meeting, the Company is not in compliance with Listing Rule 5450(b)(2), due to the Company’s failure to meet the minimum 1,100,000 publicly held shares requirement for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, an”
Governance Changes
TruGolf Holdings, Inc.: Amended certificate of incorporation to extend business combination deadline to July 29, 2023 and provide for conversion of Class B to Class A common stock prior to closing (effective 2022-12-23).
“On December 23, 2022, Deep Medicine Acquisition Corp. (the “ Company ”) filed an amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Charter Amendments ”). The Charter Amendments (i) extend the date by which the Company must consummate its initial business combination from January 29, 2023 to July 29, 2023, or such earlier date as determined by the Company’s board of directors and (ii) provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial business combination.”
Shareholder Votes
TruGolf Holdings, Inc. shareholders approved Re-election of Class I directors: Tina Spires, HongLiang Ren, and John Chiang at the 2022-12-23 meeting.
“The final voting results for the Director Election Proposal were as follows: For Withhold Tina Spires 11,593,238 1,313,355 HongLiang Ren 11,254,780 1,651,813 John Chiang 12,906,590 3”
Shareholder Votes
TruGolf Holdings, Inc. shareholders approved Provide Class B stockholders right to convert to Class A common stock on a one-for-one basis prior to business combination at the 2022-12-23 meeting.
“The final voting results for the Founder Share Amendment Proposal were as follows: For Against Abstain Broker Non-Votes 12,906,590 3 0 0”
Shareholder Votes
TruGolf Holdings, Inc. shareholders approved Approve extension of business combination deadline from January 29, 2023 to July 29, 2023 at the 2022-12-23 meeting.
“The final voting results for the Extension Amendment Proposal were as follows: For Against Abstain Broker Non-Votes 12,906,590 3 0 0”
John Chiang was appointed as Director at TruGolf Holdings, Inc..
“To fill the vacancy created by Mr. Fong’s and Mr. Hamer’s resignation, on October 15, 2022, the Board appointed John Chiang to serve as a member of the Board and as the chairman of each of the audit committee and compensation committee of the Board, effective immediately.”
Marc A. Hamer resigned as Director at TruGolf Holdings, Inc..
“On October 15, 2022, each of Bryant E. Fong and Marc A. Hamer informed the Board of Directors (the “ Board ”) of the Company, of his intention to resign as a director of the Company effective immediately.”
Bryant E. Fong resigned as Director at TruGolf Holdings, Inc..
“On October 15, 2022, each of Bryant E. Fong and Marc A. Hamer informed the Board of Directors (the “ Board ”) of the Company, of his intention to resign as a director of the Company effective immediately.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.