– Deep Medicine Acquisition Corp. (NASDAQ: DMAQ) (“DMAQ” ), a
publicly traded special purpose acquisition company, and TruGolf,
Inc. ("TruGolf”), a leading golf simulator manufacturer and
distributor with headquarters in Salt Lake City, Utah, today
announced that on July 31, 2023, DMAQ filed a registration
statement on Form S-4 (the "Registration Statement") with the U.S.
Securities and Exchange Commission ("SEC") relating to the proposed
business combination (the “Business Combination”) between DMAQ and
TruGolf, which was first announced on March 31, 2023.
The Registration Statement contains a
preliminary proxy statement / prospectus in connection with the
Business Combination. Although the Registration Statement has not
yet become effective and the information contained therein is
subject to change, it provides important information about DMAQ,
TruGolf and the proposed Business Combination.
The entry into a definitive merger agreement was
announced on March 31, 2023, and the amended and restated merger
agreement (the “Merger Agreement”) was announced on July 24, 2023.
The Business Combination is expected to close in the fourth quarter
of 2023, subject to customary closing conditions, including, among
others, approval of the Business Combination by the stockholders of
DMAQ, the stockholders of TruGolf. The combined company is expected
to be renamed TruGolf Holdings, Inc.
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.
About TruGolf
Since 1983, TruGolf has been passionate about
driving the golf industry with innovative indoor golf solutions.
TruGolf builds products that capture the spirit of golf. TruGolf’s
mission is to help grow the game by attempting to make it more
Available, Approachable, and Affordable through technology -
because TruGolf believes Golf is for Everyone.
TruGolf's team has built award-winning video
games (“Links”), innovative hardware solutions, and an all-new
e-sports platform to connect golfers around the world with E6
CONNECT. Since TruGolf’s beginning, TruGolf has continued to
attempt to define and redefine what is possible with golf
technology.
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 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 is included in the Registration
Statement, which includes a preliminary proxy statement /
prospectus with respect to the solicitation of proxies for the
special meeting of stockholders of DMAQ to vote on the Business
Combination. The definitive proxy statement / prospectus and other
relevant documents will be mailed to stockholders of DMAQ as of a
record date to be established for voting on the proposed Business
Combination. DMAQ urges its investors, stockholders and other
interested persons to read the preliminary proxy statement /
prospectus, and, when available, the definitive proxy statement /
prospectus, 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 / prospectus 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 Registration Statement, as well as the proxy
statement / prospectus contained 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 definite proxy statement /
prospectus. 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 / prospectus, and, when available, the definitive
proxy statement / prospectus 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 / prospectus 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 / prospectus 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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