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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February
23, 2024 (February 19, 2024)
TruGolf
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40970 |
|
85-3269086 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 60
North 1400 West Centerville, Utah |
|
84014 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (801)
298-1997
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
TRUG |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
On
January 31, 2024 Deep Medicine Acquisition Corp., a Delaware corporation and our predecessor company (“DMAQ”), completed
the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination
Agreement, dated as of July 21, 2023 (as amended, the “Business Combination Agreement”), by and among DMAQ, DMAC Merger Sub
Inc., a Nevada corporation and wholly-owned subsidiary of DMAQ (“Merger Sub”), Bright Vision Sponsor LLC, a Delaware limited
liability company, in the capacity as the representative for the stockholders of DMAQ, Christopher Jones, an individual, in the capacity
as the representative for the TruGolf stockholders and TruGolf, Inc., a Nevada corporation (“TruGolf Nevada”), which provided
for, among other things, the merger of Merger Sub with and into TruGolf Nevada (the “Merger”), with TruGolf Nevada being
the surviving corporation of the Merger and having become a direct, wholly owned subsidiary of DMAQ as a consequence of the Merger (together
with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) In connection
with the Business Combination, DMAQ changed its name to “TruGolf Holdings, Inc.”
Item
4.01 Changes in Registrant’s Certifying Accountant.
Change
of the Company’s Independent Registered Public Accounting Firm
Part (a)
On
February 19, 2024, the Audit Committee of the Board of Directors of TruGolf Holdings, Inc. (“Company”) approved the engagement
of Haynie & Company (“Haynie”) as independent registered public accounting firm to audit the Company’s consolidated
financial statements for the year ending December 31, 2023. Accordingly, MaloneBailey, LLP (“MaloneBailey”), the Company’s
independent registered public accounting firm prior to the Business Combination (completed on January 31, 2024) was dismissed on February
19, 2024.
MaloneBailey’s
reports on the Company’s balance sheets as of March 31, 2023 and March 31, 2022 and the related consolidated statements
of operations, changes in stockholders’ deficit, and cash flows for the years then ended did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report
contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going
concern because of the Company’s liquidity condition and date for mandatory liquidation.
During
the Company’s fiscal years ended March 31, 2023 and March 31, 2022, through the date of MaloneBailey’s dismissal, there were
no: (i) disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosures or audited
scope or procedures, which disagreements if not resolved to MaloneBailey’s satisfaction would have caused MaloneBailey to make
reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements
for such years or any period through the date of dismissal or (ii) “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K.
During
the Company’s fiscal years ended March 31, 2023 and March 31, 2022, and through the date of Haynie’s engagement, the Company
did not consult Haynie with respect to either: (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or
oral advice was provided to the Company by Haynie that Haynie concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,”
as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided MaloneBailey with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested
that MaloneBailey furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant
in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from MaloneBailey is attached as
Exhibit 16.1 to this Current Report on Form 8-K.
TruGolf
Nevada has been determined to be the accounting acquirer for purposes of the Business Combination. The following information relates
to the changes in TruGolf Nevada’s independent registered public accounting firm.
Part (b)
CohnReznick
LLP (“CohnReznick”) served as the TruGolf Inc.’s independent
registered public accounting firm for the fiscal year ended December 31, 2022. On February 2, 2024, CohnReznick was dismissed.
CohnReznick’s
report of independent registered public accounting firm, dated July 31, 2023, on TruGolf Inc.’s
balance
sheet as of December 31, 2022 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the
years then ended did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles.
During
the fiscal year ended December 31, 2022, and the subsequent interim period through February 2, 2024, there were:
| |
(i) |
no
disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between TruGolf Inc.
and
CohnReznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to CohnReznick’s satisfaction, would have caused CohnReznick to make reference to the
subject matter of disagreement in connection with its reports on the Company’s financial statements for such year; and |
| |
|
|
| |
(ii) |
no
“reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. |
TruGolf
Inc. provided
CohnReznick with a copy of the disclosures it is making in response to this Item 4.01 and requested that CohnReznick furnish a letter
addressed to the SEC stating whether CohnReznick agrees with the statements made herein. A copy of CohnReznick’s letter dated February
23, 2024,
is filed as Exhibit 16.2 to this Current Report on Form 8-K.
Part (c)
Daszkal
Bolton LLP (“Daszkal”) served as TruGolf Inc.’s independent
registered public accounting firm for the fiscal year ended December 31, 2021. On April 5, 2023, TruGolf Inc.
was
advised by Daszkal that Daszkal completed a combination with CohnReznick. On April 5, 2023, TruGolf Inc.
engaged
CohnReznick to serve as its independent registered public accounting firm for the fiscal year ended December 31, 2022.
Daszkal’s
report of independent registered public accounting firm, dated December 6, 2022, on TruGolf Inc.’s
balance
sheet as of December 31, 2021 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the
year then ended did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles.
During
the fiscal year ended December 31, 2021, and the subsequent interim period, there were:
| |
(i) |
no
disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between TruGolf Inc.
and
Daszkal on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Daszkal’s satisfaction, would have caused Daszkal to make reference to the subject matter
of disagreement in connection with its reports on TruGolf Inc.’s financial
statements for such year; and |
| |
|
|
| |
(ii) |
no
“reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. |
The
Company provided Daszkal with a copy of the disclosures it is making in response to this Item 4.01 and requested that Daszkal furnish
a letter addressed to the SEC stating whether Daszkal agrees with the statements made herein. A copy of Daszkal’s letter dated
February 23, 2024, is filed as Exhibit 16.3 this Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
February 23, 2024 |
TRUGOLF HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Lindsay Jones |
| |
Name: |
Lindsay
Jones |
| |
Title: |
Chief
Financial Officer |
