United States securities and exchange commission logo
October 25, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re: Deep Medicine
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed on October
13, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 29,
2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Proposal No. 2: The Business Combination Proposal
Certain Unaudited Projected Financial Information, page 129
1. We note your revisions
in response to prior comment 20 and reissue our comment. Please
revise to discuss the
sales of your products through retail outlets, which you continue to
describe as some of
the largest in the world, as you do on page 129.
Opinion of Stanton Park, the Deep Medicine Board's Financial Advisor,
page 133
2. We reissue prior
comment 13. Please revise to disclose whether, and if so, why the
advisor excluded any
companies or transactions meeting the selection criteria from the
analyses. Ensure that
your added disclosure addresses both the Comparable Transactions
method and the
Comparable Public Companies method. Further, for the Comparable
Transactions method,
please specify each of the 13 transactions chosen and clarify the
Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
October 25,NameDeep
2023 Medicine Acquisition Corp.
October
Page 2 25, 2023 Page 2
FirstName LastName
criteria the advisor used to select them. We note that for the
Comparable Public
Companies method, you specify on page 132 each of the 13 comparable
public companies
and why the advisor selected them. Refer to the second and third
tables on page 133.
Please identify the factors that suggest the EV/Revenue and EV/EBITDA
valuation
multiples for TruGolf in each of these tables. Finally, we note your
revised disclosure that
you used revenue multiples for each method, but you also
disclose that you used both
the mean EV/Revenue and EV/EBITDA valuation multiples. Please
revise to clarify
this apparent discrepancy.
Notes to unaudited pro forma condensed combined financial information
3. Adjustments to unaudited pro forma condensed combined financial information
Adjustments to unaudited pro forma condensed combined balance sheet, page 162
3. We note your response to prior comment 17. We note that footnote (3)
to adjustment (A)
no longer refers to the $0.95 million tail insurance premium for Deep
Medicine's officer
and directors; however, it is not clear why the adjustment of $2.35
million remains the
same if the $0.95 million tail insurance premium is no longer included
in the
adjustment. Please clarify and revise your disclosure accordingly.
Executive and Director Compensation of TruGolf
Summary Compensation Table, page 232
4. We note your filed Exhibits 10.14 and 10.15 and revisions in response
to prior comment
7. It appears that on June 1, 2022, you granted to each of Mr. Adams
and Mr. Larsen 1%
of your stock. Please tell us why your Summary Compensation Table does
not reflect
these stock grants or revise.
Exhibit Index, page II-5
5. We note your filed Exhibits 4.5-4.6 and 10.16-10.24 in response to
prior comment 27. We
further note that Greentree Financial Group, Inc., a member of your
Sponsor, is one of the
noteholders of your convertible notes. Please tell us why this
relationship is not described
in the Background of the Business Combination and Certain
Other Interests in the
Business Combination sections, and how this is consistent with your
response to prior
comment 14 in our letter dated August 25, 2023. Further, please refile
these exhibits as
final signed agreements. Finally, please revise to update your
disclosures throughout the
filing and address areas that appear to need updating or that present
inconsistencies
pursuant to these agreements. Non-exclusive examples of areas where
disclosure should
be updated are as follows:
We note your disclosure on page 203 that [i]n June 2022, we
entered into two
separate but identical $300,000 convertible notes. This
appears inconsistent with
Exhibits 10.17 and 10.21, which are dated April 2022 and May
2022, respectively.
Please revise to clarify this apparent discrepancy.
We note your disclosure on page F-50 that the convertible notes
include 292
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
October 25, 2023
Page 3
warrants that are exercisable at $4,800 per share. This
appears inconsistent with
Exhibits 4.5 and 4.6, which include 350,000 Warrant Shares that are
exercisable for
$2 per share. Please revise to clarify this apparent discrepancy.
We note your disclosures on page 203 that [i]n March 2023, we
extended each
note s maturity to July 31, 2023 and increased each note s
borrowing limit to
$375,000. This appears inconsistent with Exhibits 10.18 and
10.23, effective as of
April 2023, that extended each note s maturity date to July 31,
2023. We further note
that Exhibit 10.23 increased the borrowing limit to $395,000. Please
revise to clarify
this apparent discrepancy.
Please file the Warrant Cancellation Agreements, which you
describe on pages F-54
and F-67.
Please contact Jeff Gordon at 202-551-3866 or Melissa Gilmore at
202-551-3777 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641
with any other
questions.
Sincerely,
FirstName LastNameHumphrey P. Polanen
Division of
Corporation Finance
Comapany NameDeep Medicine Acquisition Corp.
Office of
Manufacturing
October 25, 2023 Page 3
cc: Lijia Sanchez
FirstName LastName