United States securities and exchange commission logo
November 14, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re: Deep Medicine
Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed on November
6, 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 October 25, 2023
letter.
Amendment No. 3 to Registration Statement on Form S-4
Proposal No. 2: The Business Combination Proposal
Background of the Business Combination, page 123
1. We note your revised
disclosures that Greentree Financial Group, Inc., a member of your
Sponsor, holds equity
and debt in TruGolf and is one of the PIPE investors. We also note
your disclosures that
one of the material factors that Deep Medicine s board considered in
entering into this
transaction is the financial and other terms of the Merger Agreement
and the fact that such
terms and conditions were the product of arm s length negotiations
between Deep Medicine
and TruGolf. Refer to the third and last bullets on pages 21 and
127, respectively.
However, we note that you removed disclosure from the second
paragraph on page 123
relating to how the Deep Medicine board did not consider
these potential
conflicts of interest, if any, to be material. Please revise to discuss the
board s evaluation of
such potential conflicts of interest.
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
November 14, 2023
Page 2
Certain Unaudited Projected Financial Information, page 131
2. We note your disclosure that your E6 APEX planned product will be
available for free in
a beta phase for much of the fourth quarter of the calendar year 2023.
Please update this
disclosure given that this prospectus is dated four weeks into the
fourth quarter of the
calendar year 2023.
Exhibit Index, page II-5
3. We note your response to prior comment 5 and that you provided updated
Exhibits 10.17
and 10.18. However, the updated exhibits have not been filed. Please
refile these
agreements and ensure that their dates are consistent with your
disclosure. Further, please
address the part of that comment requesting that you refile final signed
agreements for
Exhibits 4.5, 4.7 and 10.16-10.24. We note that only Exhibits 10.18,
10.19 and 10.23 are
signed.
Please contact 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
November 14, 2023 Page 2
cc: Lijia Sanchez
FirstName LastName