United States securities and exchange commission logo
December 18, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re: Deep Medicine
Acquisition Corp.
Amendment No. 5 to
Registration Statement on Form S-4
Filed on December
8, 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 December 1, 2023
letter.
Amendment No. 5 to Registration Statement on Form S-4
Proposal No. 4: The Governance Proposals, page 141
1. We note your disclosure
that each share of Class B Common Stock shall entitle the
holder thereof to ten
votes on all matters submitted to a vote of the stockholders of the
company, which
appears inconsistent with your disclosures elsewhere that each share of
Class B Common Stock is
entitled to 25 votes per share. Please revise the filing to address
this apparent
inconsistency.
Exhibit 5.1 - Opinion of Ellenoff Grossman & Schole LLP, page II-5
2. We note the statement
that the opinion relates to the issuance of shares of Class A
common stock of Deep
Medicine Acquisition Corp. Please have counsel provide a revised
opinion that states the
correct file number for the registration statement.
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
December 18, 2023
Page 2
Exhibit 8.1 - Form of Tax Opinion of Ellenoff Grossman & Schole LLP, page II-5
3. Please file a final tax opinion. Currently, Exhibit 8.1 is merely a
"form" of opinion, is
undated and has blanks.
Exhibit 99.5 - Consent of Stanton Park Advisors, LLC, page II-5
4. Please have Stanton Park Advisors, LLC refile its consent that
references the correct date
of its opinion and the correct date of the registration statement. In
this regard, refer to your
disclosures that the fairness opinion is dated March 31, 2023. Please
file a revised consent.
Exhibit Index, page II-5
5. Please revise your exhibit index to include the loan agreement with JAK
Opportunities VI,
LLC.
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
December 18, 2023 Page 2
cc: Lijia Sanchez
FirstName LastName