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August 25, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:Deep Medicine Acquisition Corp.
Registration Statement on Form S-4
Filed on July 31, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4
Cover page
1.Please tell us how your disclosure complies with Items 501(b)(2) and (10) of Regulation
S-K or revise as appropriate.  Further, we note in Exhibit 107 that you are registering “up
to 3,575,000 shares of Class A Common Stock issuable upon conversion of convertible
debt” and “1,000,000 shares of Class A Common Stock issuable upon exercise of warrants
issued along with the convertible debt.”  Please revise the cover page to describe
this aspect of the registered transaction, and tell us, with a view toward disclosure, when
and to whom these securities were originally issued.  Additionally, your disclosure
indicates that you intend to issue Class B shares to TruGolf security holders, but those
securities are not included in your fee table.  Similarly, you refer on page 232 to new
"warrants" that you will issue as well as outstanding warrants, yet those securities are not

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Deep Medicine Acquisition Corp.
August 25, 2023
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discussed anywhere else in your filing.
2.Reconcile the number of shares to be issued for convertible debt, as disclosed in the notes
to the fee table, with the number in your disclosure beginning on page 144.
Market and Industry Data, page 6
3.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified this information.  This statement appears to imply a disclaimer of
responsibility for this information in the registration statement.  Please either revise this
section to remove such implication or specifically state that you are liable for all
information in the registration statement.
Summary of the Proxy Statement/Prospectus
The Business Combination, page 12
4.We note your disclosure that more information about the different redemption scenarios
can be found in the section entitled “— Equity Ownership Upon Closing.”  However, this
section does not appear in the prospectus.  Please revise throughout the filing.
Questions and Answers
What equity stake will current Deep Medicine Stockholders and TruGolf Stockholders hold in
New TruGolf..., page 25
5.Please revise to disclose all possible sources and extent of dilution that stockholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including those listed on page 148, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.  Please ensure that your footnotes
elaborate on the nature of the “convertible notes” discussed on page 148.  Finally, it
appears that underwriter’s marketing fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective fees on a percentage basis
for shares at each redemption level presented in your sensitivity analysis related to
dilution.
Risk Factors, page 49
6.Please revise to include the three risk factors on page 12 of your definitive proxy
statement on Schedule 14A, filed on June 22, 2023.
Cyber-attacks, unauthorized access to, or accidental disclosure of, consumer personally-
identifiable information..., page 58
7.We note that you may be subject to cyberattacks.  Update your risks characterized as
potential if you have experienced a cyberattack.  To the extent material, disclose any new

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or heightened risk of potential cyberattacks by state actors or others since Russia’s
invasion of Ukraine.
Our industry and the broader U.S. economy have experienced higher than expected inflationary
pressures in 2022..., page 65
8.We note your disclosure that your industry experienced inflationary pressures in 2022.
 Please revise to clarify whether these inflationary pressures have materially impacted
your financial condition and results of operations.  Identify the actions planned or taken, if
any, to mitigate further or continued inflationary pressures.  Update your MD&A as
appropriate.
Risks Related to New TruGolf's Dual Class Structure, page 68
9.Please describe your dual class structure post-business combination in the “Summary of
the Proxy Statement/Prospectus” section.  Please disclose the percentage of outstanding
shares that these high-vote stockholders must keep to continue to control the outcome of
matters submitted to stockholders for approval.  Please revise to disclose that future
issuances of high-vote shares of Class B common stock may be dilutive to low-vote
stockholders of Class A common stock.  Further, please revise to describe any resulting
impact on your Class A common stockholders, including dilution, upon a mandatory or
voluntary conversion of your Class B common stock into Class A common stock.
We may not be able to complete an initial business combination (including the Business
Combination)..., page 71
10.With a view toward disclosure, please revise to discuss whether anyone or any entity
associated with or otherwise involved in the transaction is, is controlled by, or has
substantial ties with a non-U.S. person.
The Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares..., page
75
11.We note your disclosures that the Sponsor, its directors and executive officers, TruGolf
and/or their respective affiliates “may” enter into transactions with investors to provide
them with incentives to purchase your securities.  Please provide your analysis on how
such purchases comply with Rule 14e-5.
Nasdaq may delist Deep Medicine's securities from trading on its exchange..., page 78
12.Please revise to discuss the risks that, in the event the NTA Proposal is approved, your
continued listing could be uncertain if the level of redemptions causes your market
capitalization to be too low.  Further, revise the filing to clarify if you are relying on being
listed on Nasdaq as an exclusion from the “penny stock” rules or another exemption.
 Finally, you disclose here that you received a notice from Nasdaq that Deep Medicine
was not compliant with Nasdaq’s listing rule.  Please revise “Our Securities” on page 177,

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which does not describe Nasdaq’s notice, for consistency.
New TruGolf's failure to timely and effectively implement controls and procedures required by
Section 404(a)..., page 78
13.We note that TruGolf identified material weaknesses in your internal control over
financial reporting for the years ended December 31, 2022 and 2021.  Please revise to
describe this actualized risk.
Proposal No. 2: The Business Combination Proposal
Background of the Business Combination, page 111
14.We note your disclosures on pages 111 and 112 that Greentree, a member of the Sponsor,
advised both Deep Medicine and TruGolf and has a 3% equity interest in TruGolf.  We
also note your disclosure on page 119 that Deep Medicine’s board determined that the
merger agreement was “the product of arm’s length negotiations between Deep Medicine
and TruGolf.”  Please revise the filing throughout to elaborate on the relationship between
Greentree and TruGolf, including a description of the equity interest, how this was
negotiated and what services were provided, and whether Greentree introduced TruGolf to
Deep Medicine.  Refer to Item 6 of Form S-4.  Further, please revise to discuss how Deep
Medicine’s board specifically considered this potential conflict of interest.  Also clarify
whether Greentree intends to exchange TruGolf shares in connection with this merger and
any applicable resale restrictions that will apply to the securities it receives.
15.We note your disclosure on page 115 that you discussed terms of employment agreements
with certain TruGolf executive officers.    Please reconcile this disclosure and in
the “Executive and Director Compensation of TruGolf” section with the disclosure on
page 63 that there are no agreements.  Finally, please file these employment agreements.
 Refer to Item 601(b)(10) of Regulation S-K.
16.We note your disclosure that Deep Medicine’s board considered the TruGolf Financial
Model.  Please revise the filing to clarify whether this refers to the January 2023 financial
model described on page 116 or the five-year forecast described on page 117.  Please tell
us whether the projections provided to Deep Medicine’s board and Stanton Park are
materially the same as the “financial projections” included in the registration statement,
and clearly use defined terms.  If the projections are materially different, please explain
these differences, what changes were made and why.
17.Refer to your disclosures on page 116 about the potential PIPE investors.  Please tell us
whether there were any valuations or other material information about TruGolf provided
to these potential PIPE investors that have not been disclosed publicly.  Please explain the
quantitative factors regarding why the valuation decreased from what was initially
discussed.  Explain the substance of these discussions and feedback provided by the PIPE
investors that led to the decrease.  Further, your disclosure in this section indicates that
you have not yet entered into a PIPE transaction, yet your disclosure elsewhere refers to a

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mezzanine financing.  Please reconcile.
18.Please revise this section to clearly describe the timeline.  For example, on page 114 you
discuss that February 1, 2023 was the formal kickoff of Deep Medicine’s due diligence,
but you discuss that Deep Medicine conducted diligence in January 2023.  Further, it
appears that the 2022 dates in paragraph six of page 116 should reference 2023.  Finally,
paragraph one of page 117 describes negotiations between March 3, 2023 and March 27,
2023, paragraphs two and three describe negotiations “over the next few weeks” and
paragraph four describes negotiations in early March 2023.
19.We note your disclosure on page 117 that “Mr. Young” conducted extensive diligence on
TruGolf and provided a report to Deep Medicine’s board.  Please revise to clarify who Mr.
Young is, what his findings were, and whether the Deep Medicine’s board considered his
findings in recommending this transaction.
20.Please revise to describe the material terms of the initial merger agreement dated March
31, 2023 and which terms materially changed in the amended and restated merger
agreement dated July 21, 2023.  Please revise to clarify if the Deep Medicine board
approved the July 2023 merger agreement.  Finally, revise to elaborate on the “tax and
market impact” of issuing the earnout shares and any ensuing negotiations.
Certain Unaudited Projected Financial Information, page 121
21.We note your disclosure on page 122 that the projections “do not take into account any
circumstances or events occurring after the date on which the financial projections were
reviewed by Deep Medicine’s management.”  Please confirm whether the projections still
reflect management’s views on TruGolf’s future performance and/or describe what
consideration the Deep Medicine board gave to obtaining updated projections or a lack of
reliance upon the projections.  In this regard, clarify the date of the projections.  Likewise,
considering the date of the fairness opinion and that it is as of December 31, 2022, please
tell us what consideration was given to obtaining an updated opinion and your assessment
of whether any of the material factors or analyses underlying the opinion have changed.
We note, for example, that actual revenues for the quarter ended March 31, 2023 appear to
make it unlikely that TruGolf will achieve projected revenues for the entirety of 2023.
22.We note your disclosure on page 122 that the financial projections reflect estimates and
assumptions of certain quantitative values that are expected to increase from 2021.
 However, the forecast period covers fiscal years ending 2023, 2024 and 2025.  Please tell
us why estimates from 2021 were used instead of 2022.  Please revise to elaborate on
whether such assumptions were used for each of the years included in the projections.  If
they were not, please describe the other estimates, matters and assumptions with greater
specificity and quantify where practicable.  Finally, we note that your estimates and
assumptions include expense growth, but these are not included on page 123.  Please tell
us why or revise as appropriate.

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23.Please disclose any other information to facilitate investor understanding of the basis for
and limitations of these projections, including expected material impacts to your financial
condition and results of operations from expanding into the EMEA and Asia and the
supply chain disruptions for Apogee, as disclosed on pages 190 and 202, respectively.  For
your Apogee product, we note your disclosure on page 123 that these projections “are not
in line” with your historical operating trends, but TruGolf’s management believes they are
appropriate because you began to commercialize Apogee.  Finally, we note your
disclosure that your assumptions assumed “there is no change in the macro-economic
environment leading to any recessionary conditions or revised budgetary allocations by
their customers.”  Please tell us if these assumptions are reasonable given that you
disclose in the MD&A that the slowing economy affected your results of operations for
the fiscal year ended December 31, 2022, which occurred prior to the preparation of these
projections.  If you believe that these assumptions are reasonable, please describe the risks
arising from such assumptions being incorrect.
Comparable Company Considerations, page 124
24.Please revise to provide more detail on the matters you mention, including the names of
the companies, the analysis and data underlying the analysis.
Opinion of Stanton Park, the Deep Medicine Board's Financial Advisor, page 125
25.Please substantially revise this section to furnish a summary concerning the fairness
opinion, including additional data such as the high, low, median and mean values and
growth and discount rates for each of the comparable companies.  Ensure that your added
dis