Sec Form 13D Filing - Li Ke filing for TRUGOLF HLDGS INC (TRUG) - 2022-04-27

 SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Deep Medicine Acquisition Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

243733102

(CUSIP Number)

Bright Vision Sponsor LLC

595 Madison Avenue, 12th Floor

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 27, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

SCHEDULE 13D

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the information set forth in the Schedule 13D filed by Bright Vision Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Ke Li (each a “Rep orting Person” and, collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on November 8, 2021 (together with this Amendment No. 1, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the initial Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the previous information reported in the initial Schedule 13D.

Items 3, 4, 5 and 7 are hereby amended and restated in their entirety as follows:

Item 3. Source and Amount of Funds or Other Consideration

        The aggregate purchase price for the Placement Units (as defined below) was $4,065,000. The aggregate purchase price for the Founder Shares (as defined below) was $50,000. In each case, the source of these funds was the working capital of Sponsor. On October 29, 2021, Sponsor purchased 406,500 Placement Units for $4,065,000. On April 27, 2022, Sponsor transferred an aggregate of 398,411 Founder Shares and 148,631 Placement Units to the members named therein in consideration for the redemption of such membership interest of Sponsor entitling the members to receive such securities. See Item 4 below.

Item 4. Purpose of Transaction

Founder Shares

In March 2021, Sponsor purchased 2,875,000 founder shares, classified as shares of Class B common stock (the “Founder Shares”), for an aggregate purchase price of $50,000. 375,000 of the Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment option in connection with the Issuer’s initial public offering (the “IPO”) is not exercised in full or in part. In October 2021, the Issuer effected a 0.1 for 1 stock dividend for each share of Class B common stock outstanding, resulting in Sponsor holding an aggregate of 3,162,500 Founder Shares (up to 412,500 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). At the closing of the IPO, the underwriters exercised the over-allotment option in full and as a result, no Founder Shares are subject to forfeiture. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares after the IPO (not including the shares of Class A common stock underlying the Placement Units and shares issued to the representative of the underwriters in the IPO (“representative shares”)). The Founder Shares will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

Placement Units

On October 29, 2021 as part of a Private Placement Units Purchase Agreement dated October 26, 2021 (the “Unit Subscription Agreement”), Sponsor purchased 406,500 placement units (the “Placement Units”) from the Issuer for an aggregate purchase price of $4,065,000. Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one right to receive one-tenth of one share of Class A common stock at the consummation of the Business Combination (each, a “Placement Right”).

The foregoing description of the Unit Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.

Redemption Agreements

In April 2022, Sponsor entered into certain redemption agreements (“Redemption Agreements”) with certain members of Sponsor, pursuant to which Sponsor agreed to transfer an aggregate of 398,411 Founder Shares and 148,631 Placement Units to the members named therein (the “Transferee”) in consideration for the redemption of such membership interest of Sponsor entitling the members to receive such securities. Each Transferee is a party to the Letter Agreement and the Registration Rights Agreement.

Letter Agreement

Sponsor and the Issuer entered into a letter agreement (the “Letter Agreement”) with other parties named thereunder on October 26, 2021, pursuant to which Sponsor agreed to (i) waive its redemption rights with respect to its Founder Shares, Placement Shares and any public shares of Class A common stock (“public shares”) purchased during or after the IPO in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to its Founder Shares, Placement Shares and any public shares purchased during or after the IPO in connection with the completion of the Business Combination in connection with a stockholder vote to approve an amendment to the Issuer’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Issuer’s obligation to allow redemption in connection with the Issuer’s Business Combination or certain amendments to the Issuer’s charter prior thereto or to redeem 100% of the Issuer’s public shares if the Issuer does not complete the Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its Founder Shares if the Issuer fails to complete the Business Combination within the Combination Period, although Sponsor will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Issuer fails to complete the Business Combination within the Combination Period.

Pursuant to the Letter Agreement, Sponsor agreed to vote any Founder Shares, Placement Shares, and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. If the Issuer submits the Business Combination to its public stockholders for a vote, the Issuer will complete the Business Combination only if a majority of the outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”) voted are voted in favor of the Business Combination.

Further pursuant to the Letter Agreement, Sponsor has agreed not to transfer, assign or sell 50% of the Founder Shares and shares issued post Business Combination shares (“post Business Combination shares”), as applicable, until the earlier of (i) six months after the date of the consummation of the Business Combination or (ii) the date on which the closing price of Class A common stock equals or exceeds $12.50 per share (as adjusted for stock sub-divisions, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination and the remaining 50% of the Founder Shares and post Business Combination shares, as applicable, may not be transferred, assigned or sold until six months after the date of the consummation of the Business Combination, or earlier, in either case, if, subsequent to the Business Combination, Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

Pursuant to the Letter Agreement, Sponsor has agreed that the Placement Units (including the underlying Placement Rights, the Placement Shares and the shares of Class A common stock issuable upon conversion of the Placement Rights) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain exceptions. Following such period, the Placement Units (including the underlying Placement Rights, the Placement Shares and the shares of Class A common stock issuable upon conversion of the Placement Rights) will be transferable, assignable or salable, except that the Placement Units will not trade.

The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.

Registration Rights Agreement

In connection with the closing of the IPO, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with Sponsor and other parties named thereunder on October 26, 2021, pursuant to which holders of at least a majority in interest of the issued and outstanding Founder Shares, Placement Units (including securities underlying such Placement Units), any shares of Class A common stock issuable upon the conversion of Founder Shares, any units that may be issued in connection with working capital loans, post Business Combination shares and any other registrable securities as defined in the Registration Rights Agreement (“Registrable Securities”) is entitled to make up to three demands, excluding short form registration demand, that the Issuer register Registrable Securities. In addition, Sponsor has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Business Combination and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.

General

The Reporting Persons acquired the securities described in this Schedule 13D f or investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the terms of the Letter Agreement, any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Letter Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions, including pursuant to registered transactions pursuant to the Registration Rights Agreement. In addition, the Reporting Persons may engage in discussions with management, the Issuer’s board of directors (the “Board”), and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Class A common stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction or that any such transaction would be successfully implemented.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 16,433,200 shares of Class A common stock outstanding as of February 14, 2022, which includes: (i) 12,650,000 shares of Class A common stock included in the units issued in the IPO, (ii) 519,500 Placement Shares, (iii) 3,162,500 shares of Class A common stock issuable upon conversion of the Founder Shares and (iv) 101,200 representative shares issued to the representative of the underwriters in the IPO.

The securities reported above are held of record by Sponsor and include: (i) 257,869 Placement Shares, and (ii) 2,764,089 shares of Class A common stock issuable upon conversion of the Founder Shares. None of the Founder Shares are subject to forfeiture as a result of the full exercise of the underwriters’ over-allotment option at the closing of the IPO.

Ke Li is the managing member of the Sponsor. By virtue of this relationships, he may be deemed to have sole beneficial ownership of the securities held of record by Sponsor.

(c)       The Reporting Person has not effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D, which information is incorporated herein by reference.

(d)       Not applicable.

(e)       Not applicable.

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.