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Deep Medicine Acquisition (DMAQ) - 2024 Q1 - Quarterly Report
2023-08-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 N/A (Former name, former address and former fiscal year, if changed since last report) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 Deep Medicine Acquisition Corp. (Exact nam ...
Deep Medicine Acquisition (DMAQ) - 2023 Q4 - Annual Report
2023-05-30 16:00
Financial Performance and Position - As of March 31, 2023, the company had $127,765,000 in the trust account, invested in U.S. government securities[27]. - The company reported a working capital deficit of $2,179,125 as of March 31, 2023, with available cash of $595,536[28]. - As of March 31, 2023, the company had a net loss of $400,232, consisting of $2,167,122 in operating and formation costs, offset by an unrealized gain of $1,824,459 on marketable securities[189]. - The company generated non-operating income of $1,824,459 from interest on cash and cash equivalents for the year ended March 31, 2023[188]. - Cash used in operating activities amounted to $1,036,436 for the year ended March 31, 2023, primarily due to the net loss and changes in accrued expenses[194]. - As of March 31, 2023, the company had cash and marketable securities held in the trust account of $9,160,803, a significant decrease from $127,760,867 as of March 31, 2022[197]. - The company had total current liabilities of $2,795,069 and total current assets of $9,776,747 as of March 31, 2023, resulting in a working capital deficit of $2,179,125[191]. Business Combination and Agreements - The TruGolf Business Combination Agreement was entered into on March 31, 2023, with a total merger consideration of up to $125 million, including base consideration of $80 million and up to $45 million in Restricted Shares[36][37]. - The company must complete its initial business combination by July 29, 2023, or it will terminate and distribute the trust account funds[30]. - The TruGolf Merger Agreement requires approval from both the company's and TruGolf's stockholders for the business combination to proceed[45]. - The company aims for gross revenues of at least $50 million in 2025 to secure 50% of the Second Tranche, and $65 million to secure 100%[44]. - For 2026, gross revenues must reach at least $80 million for 50% of the Third Tranche to be secured, and $100 million for 100%[44]. - The company aims to complete business combinations with an aggregate fair market value of at least 80% of the trust account assets at the time of signing a definitive agreement[66]. - The fair market value of TruGolf was determined to be substantially in excess of 80% of the funds in the trust account, satisfying the 80% test[66]. IPO and Securities - The company completed its IPO on October 29, 2021, raising gross proceeds of $126.5 million from the issuance of 12,650,000 units at $10.00 per unit[24]. - The company has broad discretion in applying the net proceeds from the IPO, primarily intended for consummating a business combination[29]. - The company’s securities were transferred from the Nasdaq Global Market to the Nasdaq Capital Market on February 17, 2023[35]. - Following the Founder Conversion, as of March 31, 2023, the company had 4,613,410 shares of Class A common stock issued and outstanding[34]. Risks and Uncertainties - The company has identified a material weakness in its internal control over financial reporting as of March 31, 2023[157]. - The company has a substantial doubt about its ability to continue as a "going concern" due to various economic uncertainties[157]. - Risks include the inability to select a suitable target business or complete the initial business combination within the prescribed timeframe[153]. - Economic uncertainties, including inflation and interest rate increases, could adversely affect the company's ability to consummate a business combination[155]. - The company may face limitations in acquiring target businesses that do not meet financial statement requirements under GAAP or IFRS[150]. Redemption and Liquidation - Approximately $121 million was redeemed from the trust account by stockholders prior to the 2022 Special Meeting, resulting in a pro rata payment of approximately $10.24 per share[32]. - If the initial business combination is not completed, the company will redeem 100% of the outstanding public shares at a per-share price based on the trust account balance, which was approximately $10.83 as of March 31, 2023[130]. - The total amount available for redemption could be reduced due to claims from creditors, which would take priority over public stockholders' claims[130]. - The company intends to liquidate and dissolve if the business combination is not completed, with obligations to provide for claims of creditors as per Delaware law[126]. Governance and Management - The board of directors post-closing will consist of seven members, four of whom will be independent directors[47]. - The company will adopt an equity incentive plan providing for awards equal to 10% of the total shares outstanding post-closing[49]. - The company currently has two officers and does not plan to hire full-time employees until after completing its initial business combination[148]. Financing and Capital Structure - The company intends to complete its initial business combination using cash from the IPO proceeds, private placements, and potentially additional debt or equity financing[85]. - The company may seek to raise additional funds through private offerings to target larger businesses than those that can be acquired with the IPO net proceeds[87]. - The underwriters of the initial public offering are entitled to a deferred fee of $0.35 per unit, totaling $4,427,500, payable only if a business combination is completed[211]. - The company has access to approximately $500,000 from the IPO proceeds to cover potential claims and liquidation costs[136]. Compliance and Legal Matters - The company has not experienced any litigation currently pending or contemplated against it[165]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until specific revenue or market value thresholds are met[79]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain market value or revenue thresholds are exceeded[82].
Deep Medicine Acquisition (DMAQ) - 2023 Q3 - Quarterly Report
2023-02-09 16:00
Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 85-3269086 | | --- | --- ...
Deep Medicine Acquisition (DMAQ) - 2023 Q2 - Quarterly Report
2022-11-13 16:00
Financial Performance - For the three and six months ended September 30, 2022, the company reported a net loss of $165,559 and $319,979, respectively, with operating costs of $717,723 and $987,556, offset by interest earned on marketable securities of $552,164 and $667,577[105]. - The company incurred cash used in operating activities of $362,426 for the six months ended September 30, 2022, compared to $173,596 for the same period in 2021[107]. - The company has not generated any revenues to date and expects to generate non-operating income in the form of interest income on cash and cash equivalents after the IPO[104]. Cash and Liabilities - As of September 30, 2022, the company had cash of $514,673 and total current liabilities of $1,026,513, resulting in a working capital deficit of $331,863, a decrease of $987,556 compared to March 31, 2022[106]. - Cash and marketable securities held in the Trust Account increased by $667,577 to $128,428,444 as of September 30, 2022, compared to $127,760,867 as of March 31, 2022[106]. - The company has available cash of $514,673 held outside the trust account for identifying and evaluating target businesses[111]. Business Combination Plans - The company expects to incur approximately $400,000 for legal, accounting, due diligence, and other expenses associated with business combinations, along with $50,000 for regulatory reporting fees and $75,000 for Nasdaq continued listing fees[114]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000[109]. - The company expects to continue incurring significant costs in pursuit of its initial business combination plans[102]. - The company terminated the Business Combination Agreement with Chijet on September 26, 2022, without incurring any penalties[97]. - The company may need additional financing to complete the initial business combination if target businesses exceed the net proceeds from the IPO[116]. Financing and Loans - A loan of $500,000 from the sponsor was utilized for IPO expenses, with the loan being non-interest bearing and due upon the completion of the initial business combination[120]. - The company issued two promissory notes totaling $1,265,000 to sponsor affiliates to extend the Combination Period from October 29, 2022, to January 29, 2023[123]. - The company may convert up to $1,500,000 of working capital loans into private placement-equivalent units at a price of $10.00 per unit[121]. Regulatory and Compliance - The company is required to register certain securities for sale under the Securities Act as per the registration rights agreement with initial stockholders[122]. - There are no caps on the reimbursement of out-of-pocket expenses incurred by the sponsor or affiliates for identifying potential target businesses[119]. Market Conditions - Economic uncertainties, including inflation and geopolitical instability, may adversely affect the company's results and ability to complete a Business Combination[126]. - The company does not anticipate needing to raise additional funds post-IPO for due diligence and operational expenses related to the proposed Business Combination[116]. Share Issuance - The company plans to issue 300,000 shares to officers and directors post-business combination, subject to lock-up restrictions[118]. Off-Balance Sheet Arrangements - As of September 30, 2022, the company reported no off-balance sheet arrangements or contractual obligations, indicating no operational activities to date[124].
Deep Medicine Acquisition (DMAQ) - 2023 Q1 - Quarterly Report
2022-08-02 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | --- | |--------------------- ...
Deep Medicine Acquisition (DMAQ) - 2022 Q4 - Annual Report
2022-06-23 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Commission File No. 001-40970 DEEP MEDICINE ACQUISITION CORP. | --- | --- | |----------------------------------------------------------------------- ...
Deep Medicine Acquisition (DMAQ) - 2022 Q3 - Quarterly Report
2022-02-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40970 Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction ...
Deep Medicine Acquisition (DMAQ) - 2022 Q2 - Quarterly Report
2021-11-14 16:00
PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited financial statements for Deep Medicine Acquisition Corp., a blank check company with minimal activity and a net loss, as of September 30, 2021 [Balance Sheets](index=3&type=section&id=Balance%20Sheets) Balance Sheet as of September 30, 2021 (Unaudited) | Account | September 30, 2021 ($) | March 31, 2021 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $326,371 | $500,067 | | Total Assets | $401,371 | $537,567 | | **Liabilities & Stockholders' (Deficit)** | | | | Total Liabilities | $506,039 | $546,962 | | Total Stockholders' (Deficit) | ($104,668) | ($9,395) | [Statements of Operations](index=4&type=section&id=Statements%20of%20Operations) Statements of Operations (Unaudited) | Period | Three Months Ended Sep 30, 2021 ($) | Six Months Ended Sep 30, 2021 ($) | | :--- | :--- | :--- | | Total Operating Expense | $78,774 | $95,273 | | Net Loss | ($78,774) | ($95,273) | | Basic and Diluted Net Loss per Share | ($0.03) | ($0.03) | [Statement of Changes in Stockholders' (Deficit)](index=5&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20(Deficit)) - The company's accumulated deficit increased from **($59,395)** at March 31, 2021, to **($154,668)** at September 30, 2021, primarily due to the net loss incurred during the period[15](index=15&type=chunk) [Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) Cash Flow Summary for the Six Months Ended September 30, 2021 (Unaudited) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | ($173,596) | | Net cash used in financing activities | ($100) | | **Net decrease in cash** | **($173,696)** | | Cash at beginning of period | $500,067 | | Cash at end of period | $326,371 | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes detail the company's blank check status, accounting policies, related party transactions, and the subsequent IPO consummation on October 29, 2021 - The company is a blank check company incorporated on July 8, 2020, to pursue a Business Combination, targeting the digital healthcare and AI in medicine sector[23](index=23&type=chunk) - The company's IPO was declared effective on October 26, 2021, and consummated on October 29, 2021, raising gross proceeds of **$126.5 million** from the sale of **12,650,000 units**[25](index=25&type=chunk)[26](index=26&type=chunk)[59](index=59&type=chunk) - Upon closing the IPO, **$127,765,000** from the IPO and private placement sales was deposited into a trust account[29](index=29&type=chunk)[61](index=61&type=chunk) - As of September 30, 2021, the Sponsor had a loan payable of **$500,000** to the company with zero interest to pay for offering expenses[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, financial condition, results of operations, and post-IPO liquidity, noting no operations or revenue - The company is a blank check company formed to effect a merger, asset acquisition, or similar business combination, without a selected target[91](index=91&type=chunk)[93](index=93&type=chunk) - Since inception, activities have been limited to organizational tasks and IPO preparation, generating no revenue[97](index=97&type=chunk) - Following the IPO, approximately **$764,101** was held outside the Trust Account for working capital, deemed sufficient for at least one year of operations[92](index=92&type=chunk)[98](index=98&type=chunk)[101](index=101&type=chunk) - The Sponsor may provide up to **$1.5 million** in Working Capital Loans, convertible into private placement-equivalent units at **$10.00 per unit**[103](index=103&type=chunk)[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - The company states that this item is not applicable as it is a smaller reporting company[126](index=126&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of September 30, 2021, with no material internal control changes during the quarter - As of September 30, 2021, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective[128](index=128&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter[129](index=129&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[132](index=132&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the final prospectus dated October 26, 2021 - There have been no material changes from the risk factors disclosed in the final prospectus filed with the SEC on October 28, 2021[133](index=133&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the **$127.765 million** proceeds from the IPO and private placement, placed into the Trust Account upon October 29, 2021 consummation IPO and Private Placement Summary (October 29, 2021) | Item | Details | | :--- | :--- | | IPO Units Sold | 12,650,000 Units | | IPO Price per Unit | $10.00 | | IPO Gross Proceeds | $126,500,000 | | Private Placement Units Sold | 519,500 Units | | Private Placement Price per Unit | $10.00 | | Private Placement Gross Proceeds | $5,195,000 | | Total Placed in Trust Account | $127,765,000 | - Total transaction costs for the IPO amounted to **$7,282,500**, consisting of underwriting commissions, a business combination marketing fee, and other offering costs[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports 'None'[139](index=139&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable - This item is 'Not Applicable'[140](index=140&type=chunk) [Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports 'None'[141](index=141&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including key agreements and certifications - Exhibits filed with the report include the Underwriting Agreement, Business Combination Marketing Agreement, Rights Agreement, and Certifications of the Principal Executive and Financial Officers[143](index=143&type=chunk)