As filed with the Securities and Exchange Commission on August 29, 2024 Registration No. 333-277068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 TRUGOLF HOLDINGS, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 85-3269086 (I.R.S. Employer Identification N ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO _________ Commission File Number: 001-40970 TRUGOLF HOLDINGS, INC. (Exact name of registrant as Specified in its Charter) Class A Common Stock, par value $0.0001 p ...

FORM S-1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 14, 2024 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (I.R.S. Employer Identification Number) 60 North 1400 West Centerville Utah 84014 (801) 298-1997 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Under The Securities Act of 1933 TRUGOLF HOLDINGS, INC. (Exact name of Registrant as specified ...

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, 2023 ☐ 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 TruGolf Holdings, Inc. F/K/A Deep Medicine Acquisition Corp. (Exact name of registrant as specified in its charter) | Delawar ...

SALT LAKE CITY, Jan. 31, 2024 (GLOBE NEWSWIRE) -- TruGolf, Inc. (NASDAQ:TRUG) ("TruGolf"), among the leading sellers and distributors of golf simulator software and hardware with headquarters in Salt Lake City, Utah, and Deep Medicine Acquisition Corp. ("DMAQ"), a publicly traded special purpose acquisition company, today announced that their previously announced business combination (the "Business Combination") has closed, resulting in TruGolf becoming a publicly-traded company. In connection with the cons ...

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 September 30, 2023 ☐ 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 | | --- | --- ...

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 ...

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].

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 | | --- | --- ...

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].