Business Context and Reporting Period
This Form 8-K was filed by Deep Medicine Acquisition Corp. on November 4, 2021, concerning events occurring on October 29, 2021. The supplied metadata identifies Trugolf Holdings, Inc., but the filing names Deep Medicine Acquisition Corp. as the registrant.
Deep Medicine Acquisition Corp. is a special purpose acquisition company. The filing reports completion of its initial public offering, related private placement transactions, and correction of an error in its amended and restated certificate of incorporation.
Key Financial Metrics
- The company sold 12,650,000 units in its IPO, including 1,650,000 units issued upon full exercise of the underwriters’ over-allotment option.
- IPO price: $10.00 per unit.
- Gross IPO proceeds: $126.5 million.
- The company sold 519,500 private placement units at $10.00 per unit.
- Gross private placement proceeds: $5.195 million.
- Net proceeds of $127.765 million were deposited into a U.S.-based trust account.
- The filing text does not provide revenue, profit, operating cash flow, margins, debt balances, or broader liquidity metrics.
Material Changes and Unusual Items
The company filed a Certificate of Correction to fix an inadvertent error in its Second Amended and Restated Certificate of Incorporation. The corrected amount required to be deposited into the trust account for each three-month extension of the deadline to complete an initial business combination is $1.1 million, or up to $1.265 million if the underwriters’ over-allotment option is exercised in full. The prior charter incorrectly stated $1.0 million, or up to $1.15 million.
The filing states that no other changes were made to the restated charter.
Guidance, Outlook, Risks, and Contingencies
- The company’s funds are held in trust pending completion of its initial business combination and related shareholder redemption rights.
- The filing does not provide acquisition guidance, a target company, operating forecasts, or management commentary on future financial performance.
- The extension-deposit amounts described above are relevant contingencies if the company extends the period available to complete its initial business combination.
- The filing does not provide additional risk-factor updates or information regarding debt, commitments, or litigation.
Investor Verification Items
- Verify the registrant’s identity, because the supplied metadata references Trugolf Holdings, Inc., while the filing identifies Deep Medicine Acquisition Corp.
- Review the audited balance sheet as of October 29, 2021, filed as Exhibit 99.1, for the detailed cash, trust-account, equity, and liability balances.
- Confirm the terms of the IPO units, including the one right per unit and each right’s exchangeability into one-tenth of a share of Class A common stock upon the initial business combination.
- Confirm the corrected trust-account extension deposit requirement in Exhibit 3.1.
- Monitor the deadline and conditions for completing the initial business combination, which are not specified in the supplied filing text.