Item
7.01 Regulation FD Disclosure.
On
March 31, 2023, Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with DMAC Merger Sub Inc., a Nevada corporation and wholly-owned
subsidiary of the Company (“Merger Sub”), TruGolf, Inc., a Nevada corporation (“TruGolf”),
Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the representative for certain stockholders of the
Company, and Christopher Jones, an individual, in the capacity as the representative for stockholders of TruGolf. Pursuant to the Merger
Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby
(the “Closing”), Merger Sub will merge with and into TruGolf, with TruGolf surviving as a wholly-owned subsidiary
of the Company (the “Business Combination”), and with TruGolf’s equity holders receiving shares of the
Company’s common stock.
On
March 31, 2023, the Company and TruGolf issued a press release announcing their execution of the Merger Agreement. A copy of the press
release is furnished hereto as Exhibit 99.1, and is incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important
Information About the Business Combination and Where to Find It
In
connection with the Merger Agreement and the proposed Business Combination, the Company intends to file with the U.S. Securities and
Exchange Commission (the “SEC”) a preliminary proxy statement and a definitive proxy statement with respect
to the solicitation of proxies for the special meeting of stockholders of the Company to vote on the Business Combination (collectively,
the “Proxy Statement”). A full description of the terms of the Merger Agreement and business combination will
be provided in the Proxy Statement. 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 the Company, TruGolf and the Business Combination. The definitive Proxy Statement will be mailed to stockholders
of the Company 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, 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 the Solicitation
The
Company and TruGolf, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies
of the Company’s stockholders in respect of the proposed Business Combination. The Company’s stockholders and other interested
persons may obtain more detailed information about the names and interests of these directors and officers of the Company and TruGolf
in the Business Combination will be set forth in filings with the SEC, including when filed, the 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.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 Current Report on Form 8-K, 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 the Company’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 the Company; (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 the Company’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 the Company’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 the Company 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 the Company 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 the Company gives any assurance
that TruGolf or the Company, or the combined company, will achieve its expectations.
No
Offer or Solicitation
This
Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the business combination. This Current Report on Form 8-K 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.
