Deep Medicine Acquisition Corp. (NASDAQ: DMAQ) (“DMAQ”), a publicly
traded special purpose acquisition company, and TruGolf, Inc. (the
“Company” or “TruGolf”), a leading golf simulator manufacturer and
distributor with headquarters in Salt Lake City, Utah, today
announced that they have entered a definitive merger agreement (the
“Merger Agreement”). The transaction reflects an implied enterprise
value for TruGolf of $125 million, which includes up to
approximately $45 million of contingent consideration if certain
milestones are met. The transaction consideration will be paid in
newly issued shares of common stock of DMAQ. Upon completion of the
transaction, DMAQ will be renamed “TruGolf, Inc.” and will be
listed on the Nasdaq Stock Market (“Nasdaq”) and its shares of
common stock will trade under the trading symbol “TRUG”).
The Company manufactures and sells a full line
of golf simulator equipment, including software and hardware, and
is currently developing a new line of next-generation golf
simulator products that aims to revolutionize the virtual golf
experience. The Company expects to use the transaction proceeds to
fund the development and production of its software and hardware
business, with sales expected to increase as its new generation
software and hardware is launched. The Company also plans to use a
portion of the proceeds to expand its manufacturing capabilities in
Salt Lake City, Utah.
Chris Jones, CEO and Co-Founder of TruGolf,
noted: “We are very grateful to the team at DMAQ for not only
grasping our long-term vision and stepping in with significant
resources to position the Company for continued growth, but also
leveraging an impressive global network to help with expansion on a
global scale. We have been building this industry with some great
partners for so long that we couldn’t be happier to see the
adoption of exclusive indoor rounds of golf now exceeding the
exclusive outdoor rounds of golf. The future of golf is indoors,
and we are uniquely positioned to convert this industry-wide
momentum into a movement that will capture the hearts and minds of
new and experienced golfers around the world.”
Humphrey Polanen, CEO of DMAQ, noted: “We are
delighted to have entered into a definitive agreement with TruGolf
and its impressive management team. TruGolf designs, manufactures,
markets and services a full line of software and hardware products
for the golf industry. While there are an estimated 40 million golf
players in the U.S., not everyone has the time or financial
resources to be able to play golf regularly. In addition to the
high cost of playing, difficulty of the courses and an
incompatibility with a modern lifestyle are also factors that keep
golf players from regularly enjoying the game. At the same time,
there continues to remain great demand for golf instruction and
training tools for those who want to improve their skills.
TruGolf’s suite of products offers a solution to all of these
challenges and delivers an absolutely amazing virtual golf
experience.”
Compared with its competitors, TruGolf believes
it has superior advantages in its technology. Its executive team
has extensive experience in the software industry, including
Microsoft and Access Software. The upgrade of its manufacturing
facilities and new corporate offices will strengthen and optimize
TruGolf’s production capacity of its golf simulator products. In
addition, the Company has established strong relationships with top
institutions and suppliers from all over the world.
Transaction Overview
Under the terms of the Merger Agreement, a
wholly-owned subsidiary of DMAQ will merge with and into TruGolf,
with TruGolf surviving, and TruGolf will become a wholly-owned
subsidiary of DMAQ. The combined public company will be renamed
“TruGolf, Inc.” TruGolf stockholders will receive consideration in
the form of newly issued shares of common stock DMAQ, valued based
on an aggregate implied enterprise value for TruGolf of $125
million, including up to approximately $45 million of contingent
consideration, subject to customary adjustments for TruGolf’s
closing working capital, cash and debt and any unpaid transaction
expenses. Upon completion of the transaction, assuming no
redemptions by DMAQ’s stockholders, the combined company is
expected to have a total pro forma equity value of approximately
$134.1 million.
The boards of directors of DMAQ and TruGolf both
unanimously approved the proposed transaction. The closing of the
transaction is subject to approval by TruGolf’s stockholders and
DMAQ’s stockholders, and is subject to other customary closing
conditions. It is currently anticipated that the transaction will
close by the end of the third quarter of 2023.
The description of the transaction contained
herein is only a summary and is qualified in its entirety by
reference to the definitive Merger Agreement relating to the
transaction, a copy of which will be filed by DMAQ with the
Securities and Exchange Commission (the “SEC”) as an exhibit to a
Current Report on Form 8-K.
Advisors
ArentFox Schiff LLP is serving as legal advisor
to TruGolf.
Ellenoff Grossman & Schole, LLP is serving
as legal advisor to DMAQ.
About TruGolf
Since 1983, TruGolf has been passionate about
driving the golf industry with innovative indoor golf solutions.
The Company builds products that capture the spirit of golf. Their
mission is to help grow the game of golf by making it more
available, approachable, and affordable through technology because
the Company believes golf is for everyone.
The TruGolf team has built award-winning video
games (e.g., “Links”), innovative hardware solutions, and an
all-new e-sports platform to connect golfers around the world with
E6 CONNECT, the brand’s industry-leading software. Since TruGolf’s
beginning, it has continued to define and redefine what is possible
with golf technology.
In addition to offering a variety of custom,
professional, and portable golf simulators, TruGolf’s latest launch
monitor, APOGEE, is the most accurate and easiest to use launch
monitor available. Features include its unique APOGEE Voice
Assistant, a Voice Command System that allows users to navigate
their E6 CONNECT gameplay within rounds and practice sessions;
Laser Launchpad, a laser indicator that shows users where to place
the ball and when the system is ready to record a swing; and the
Point-of-Impact (POI) slow-motion replay video (available in- game
with E6 CONNECT course play and driving ranges).
About DMAQ
DMAQ is a special purpose acquisition company
for the purpose of entering into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses or entities. DMAQ
began trading on the Nasdaq in October 2021, and its common stock
and rights are traded under the ticker symbols DMAQ and DMAQR,
respectively.
Important Information About the Proposed
Business Combination and Where to Find It
This press release relates to a Merger Agreement
and the proposed business combination transaction contemplated
thereby among the parties referred to above and is referred to
herein as the business combination. A full description of the terms
of the Merger Agreement and business combination will be provided
in a proxy statement of DMAQ with respect to the solicitation of
proxies for the special meeting of stockholders of DMAQ to vote on
the business combination. The Company urges its investors,
stockholders and other interested persons to read, when available,
the preliminary proxy statement as well as other documents filed
with the SEC because these documents will contain important
information about DMAQ, TruGolf and the business combination. The
definitive proxy statement will be mailed to stockholders of DMAQ
as of a record date to be established for voting on the business
combination. Once available, stockholders will also be able to
obtain a copy of the proxy statement included therein, and other
documents filed with the SEC, without charge, by directing a
request to: Deep Medicine Acquisition Corp. 595 Madison Avenue,
12th Floor, New York, NY 10017, (917) 289-2776 or on the SEC’s
website at www.sec.gov.
Participants in
Solicitation
DMAQ and TruGolf, and their respective directors
and executive officers, may be deemed participants in the
solicitation of proxies of DMAQ’s stockholders in respect of the
proposed business combination. DMAQ’s stockholders and other
interested persons may obtain more detailed information about the
names and interests of these directors and officers of DMAQ and
TruGolf in the business combination will be set forth in filings
with the SEC, including when filed, the accompanying proxy
statement. These documents can be obtained free of charge from the
sources specified above and at the SEC’s web site at
www.sec.gov.
This press release does not contain all the
information that should be considered concerning the business
combination and is not intended to form the basis of any investment
decision or any other decision in respect of the business
combination. Before making any voting or investment decision,
investors and security holders are urged to read the preliminary
proxy statement, the definitive proxy statement and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed business combination as they become
available because they will contain important information about the
proposed business combination.
No Offer or Solicitation
This press release will not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the business combination. This
press release will also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act, as amended, or an exemption therefrom.
Forward-Looking Statements
The information in this press release contains
certain “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 with respect to the proposed business
combination. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result” and similar expressions, but
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Actual results may differ from
their expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
business combination may not be completed in a timely manner or at
all, which may adversely affect the price of DMAQ’s securities;
(ii) the failure to satisfy the conditions to the consummation of
the business combination, including the approval of the Merger
Agreement by the stockholders of DMAQ; (iii) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement; (iv) the outcome of any legal
proceedings that may be instituted against any of the parties to
the Merger Agreement following the announcement of the entry into
the Merger Agreement and proposed business combination; (v) the
ability of the parties to recognize the benefits of the Merger
Agreement and the business combination; (vi) the lack of useful
financial information for an accurate estimate of future capital
expenditures and future revenue (vii) statements regarding
TruGolf’s industry and market size, (viii) financial condition and
performance of TruGolf, including the anticipated benefits, the
implied enterprise value, the expected financial impacts of the
business combination, potential level of redemptions of DMAQ’s
public stockholders, the financial condition, liquidity, results of
operations, the products, the expected future performance and
market opportunities of TruGolf, and (ix) those factors discussed
in DMAQ’s filings with the SEC and that that will be contained in
the definitive proxy statement relating to the business
combination. You should carefully consider the foregoing factors
and the other risks and uncertainties that will be described in the
“Risk Factors” section of the definitive proxy statement and other
documents to be filed by DMAQ from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and while TruGolf and DMAQ may elect to update these
forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise,
subject to applicable law. Neither of TruGolf or DMAQ gives any
assurance that TruGolf or DMAQ, or the combined company, will
achieve its expectations.
Contact:
Deep Medicine Acquisition Corp. Humphrey
Polanen, Chief Executive Officer917-289-2776ir@dmaq-spac.com
TruGolf, Inc.Brenner Adams, Chief Growth
Officer801-298-1997trug@trugolf.com
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