Trugolf, Inc. entered a definitive merger agreement to acquire Deep Medicine Acquisition Corp. (NasdaqCM:DMAQ) from Bright Vision Sponsor LLC and others in a reverse merger transaction for an enterprise value of approximately $130 million on March 31, 2023. As reported, 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. As a result of the merger, TruGolf, Inc. will become a public company to further advance its software business and increase manufacturing and sales of its golf simulator technology in the United States and internationally. Upon completion of the transaction, DMAQ will be renamed “TruGolf, Inc.” and will be listed on the Nasdaq Stock Market and its shares of common stock will trade under the trading symbol “TRUG”. Christopher Jones, Chief Executive Officer and Chairman of TruGolf, and the existing management team will lead the merged company.

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. The boards of directors of DMAQ and TruGolf both unanimously approved the proposed transaction. It is currently anticipated that the transaction will close by the end of the third quarter of 2023. The proceeds from the transaction will enhance TruGolf's production capacity, new product research and development, working capital and expansion. ArentFox Schiff LLP is serving as legal advisor to TruGolf and Ellenoff Grossman & Schole, LLP is serving as legal advisor to DMAQ. Advantage Proxy, Inc. is the proxy solicitation agent of Deep Medicine for a fee of $7,500. American Stock Transfer & Trust Company, LLC is the transfer agent of Deep Medicine.