United States securities and exchange commission logo
August 27, 2021
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re: Deep Medicine
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted August 3,
2021
CIK No. 0001857086
Dear Mr. Polanen:
We have conducted a limited review of your draft registration
statement. In our
comment, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 3, 2021
Capitalization, page 57
1. We note that you are
offering 10,000,000 shares of common stock as part of your initial
public offering of
units, but only show 9,216,891 shares subject to possible redemption in
your Capitalization
table. Please tell us how you considered the guidance in ASC 480-10-
S99-3A, which requires
securities that are redeemable for cash or other assets to be
classified outside of
permanent equity if they are redeemable (1) at a fixed or
determinable price on a
fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of
an event that is not solely within the control of the issuer, in
concluding that all
10,000,000 shares were not required to be presented outside of
permanent equity and
part of shares subject to possible redemption.
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
August 27, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for
acceleration
You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at
202-551-
3295 if you have questions regarding comments on the financial statements and
related matters.
Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at
202-551-3713 with any
other questions.
Sincerely,
FirstName LastNameHumphrey P. Polanen
Division of
Corporation Finance
Comapany NameDeep Medicine Acquisition Corp.
Office of Real
Estate & Construction
August 27, 2021 Page 2
cc: Lijia Sanchez, Esq.
FirstName LastName