TruGolf, Inc. ("TruGolf”), a leading golf simulator manufacturer
and distributor with headquarters in Salt Lake City, Utah, and Deep
Medicine Acquisition Corp. (“DMAQ”), a publicly traded special
purpose acquisition company, today announced that on December 27,
2023, that the U.S. Securities and Exchange Commission ("SEC") has
declared effective the registration statement on Form S-4 (as
amended, the "Registration Statement") filed with the SEC related
to the previously announced business combination among TruGolf and
DMAQ (the "Business Combination"). DMAQ has also filed with the SEC
the definitive proxy statement for its special meeting of
stockholders (the "Special Meeting") to, among other things,
approve the Business Combination, which was first announced on
March 31, 2023.
“The National Golf Foundation reported an
estimated 6.2 million Americans hit golf balls in a simulator
within the past year, a figure that has surged by 73% in comparison
to 2019,” said Lindsay Jones, TruGolf’s Chief Financial
Officer. “The combination with DMAQ provides immediate access
to the growth capital required to leverage this growth, while
helping fuel the marketing efforts surrounding the release of our
newest hardware and software, which will be in full display at the
PGA Show in Orlando on January 23-26.”
The Business Combination values TruGolf at an
$80 million equity value and is expected to close by the end
January 2024, subject to shareholder approvals and other closing
conditions that are set forth in the Registration Statement.
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 combined company is expected to be renamed TruGolf Holdings,
Inc.
For additional details regarding the Business
Combination, please see the sources described below under,
"Important Information About the Proposed Business Combination and
Where to Find It".
Special Meeting Details
The Special Meeting will be held on January 19,
2024, at 10:00 a.m., Eastern Time virtually. You may attend the
Special Meeting via live audio webcast by visiting
https://web.lumiagm.com/230515088 and entering the password,
dmed2023. You will need the control number that is printed on your
proxy card to vote at the Special Meeting. DMAQ recommends that you
log in at least 15 minutes before the meeting to ensure you are
logged in when the Special Meeting starts. Please note that you
will not be able to attend the Special Meeting in person.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE
NUMBER OF SHARES OF DMAQ COMMON STOCK YOU OWN. To ensure your
representation at the Special Meeting, please complete and return
the enclosed proxy card or submit your proxy by following the
instructions contained in the accompanying proxy
statement/prospectus and on your proxy card. Please submit your
proxy promptly whether or not you expect to attend the meeting.
Submitting a proxy now will NOT prevent you from being able to vote
online at the meeting. If you hold your shares in “street name,”
you should instruct your broker, bank or other nominee how to vote
in accordance with the voting instruction form you receive from
your broker, bank or other nominee.
If you have any questions or need assistance
with voting, please contact DMAQ’s proxy solicitor, Advantage
Proxy, Inc. (“Advantage”), at (877) 870-8565 or email Advantage at
ksmith@advantageproxy.com.
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 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 were mailed to stockholders of DMAQ as of a record date
established for voting on the proposed Business Combination. DMAQ
urges its investors, stockholders and other interested persons to
read the proxy statement / prospectus as well as other documents
filed with the SEC because these documents contain important
information about DMAQ, TruGolf and the Business Combination.
Stockholders will also be able to obtain a copy of the proxy
statement / prospectus, 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 set forth in 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 definitive
proxy statement / prospectus and all other relevant documents filed
with the SEC in connection with the proposed Business Combination
because they 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 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 are 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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