Deep Medicine Acquisition Corp. (NASDAQ: DMAQ) (“DMAQ”), a publicly traded special purpose acquisition company, and TruGolf, Inc. (the “Company” or “TruGolf”), a leading golf simulator manufacturer and distributor with headquarters in Salt Lake City, Utah, today announced that they have entered a definitive merger agreement (the “Merger Agreement”). The transaction reflects an implied enterprise value for TruGolf of $125 million, which includes up to approximately $45 million of contingent consideration if certain milestones are met. The transaction consideration will be paid in newly issued shares of common stock of DMAQ. Upon completion of the transaction, DMAQ will be renamed “TruGolf, Inc.” and will be listed on the Nasdaq Stock Market (“Nasdaq”) and its shares of common stock will trade under the trading symbol “TRUG”).
The Company manufactures and sells a full line of golf simulator equipment, including software and hardware, and is currently developing a new line of next-generation golf simulator products that aims to revolutionize the virtual golf experience. The Company expects to use the transaction proceeds to fund the development and production of its software and hardware business, with sales expected to increase as its new generation software and hardware is launched. The Company also plans to use a portion of the proceeds to expand its manufacturing capabilities in Salt Lake City, Utah.
Chris Jones, CEO and Co-Founder of TruGolf, noted: “We are very grateful to the team at DMAQ for not only grasping our long-term vision and stepping in with significant resources to position the Company for continued growth, but also leveraging an impressive global network to help with expansion on a global scale. We have been building this industry with some great partners for so long that we couldn’t be happier to see the adoption of exclusive indoor rounds of golf now exceeding the exclusive outdoor rounds of golf. The future of golf is indoors, and we are uniquely positioned to convert this industry-wide momentum into a movement that will capture the hearts and minds of new and experienced golfers around the world.”
Humphrey Polanen, CEO of DMAQ, noted: “We are delighted to have entered into a definitive agreement with TruGolf and its impressive management team. TruGolf designs, manufactures, markets and services a full line of software and hardware products for the golf industry. While there are an estimated 40 million golf players in the U.S., not everyone has the time or financial resources to be able to play golf regularly. In addition to the high cost of playing, difficulty of the courses and an incompatibility with a modern lifestyle are also factors that keep golf players from regularly enjoying the game. At the same time, there continues to remain great demand for golf instruction and training tools for those who want to improve their skills. TruGolf’s suite of products offers a solution to all of these challenges and delivers an absolutely amazing virtual golf experience.”
Compared with its competitors, TruGolf believes it has superior advantages in its technology. Its executive team has extensive experience in the software industry, including Microsoft and Access Software. The upgrade of its manufacturing facilities and new corporate offices will strengthen and optimize TruGolf’s production capacity of its golf simulator products. In addition, the Company has established strong relationships with top institutions and suppliers from all over the world.
Under the terms of the Merger Agreement, a wholly-owned subsidiary of DMAQ will merge with and into TruGolf, with TruGolf surviving, and TruGolf will become a wholly-owned subsidiary of DMAQ. The combined public company will be renamed “TruGolf, Inc.” 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.
The boards of directors of DMAQ and TruGolf both unanimously approved the proposed transaction. 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. It is currently anticipated that the transaction will close by the end of the third quarter of 2023.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive Merger Agreement relating to the transaction, a copy of which will be filed by DMAQ with the Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.