SEC Comment Letter 0000000000-23-013103 to TruGolf Holdings, Inc. (TRUG)
TruGolf Holdings, Inc.
Date: Dec. 1, 2023 · CIK: 0001857086 · Accession: 0000000000-23-013103
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273548
Letter
United States securities and exchange commission logo December 1, 2023 Humphrey P. Polanen Chief Executive Officer Deep Medicine Acquisition Corp. 1096 Keeler Avenue Berkeley, CA 94708 Re:Deep Medicine Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed on November 17, 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 November 14, 2023 letter. Amendment No. 4 to Registration Statement on Form S-4 Questions and Answers What Equity Stake Will Current Deep Medicine Stockholders and TruGolf Stockholders hold in New TruGolf..., page 31 1.Please revise the table on page 31 to reflect the amendment to the Business Combination Marketing Agreement. Management's Discussion and Analysis of Financial Condition and Results of Operations of TruGolf Comparisons of the Nine Months ended September 30, 2023 and 2022, page 210 2.We note your disclosure that software subscriptions were lower in the nine months ended September 30, 2023 as compared to the prior year period “due to customers waiting to purchase the new Apex software.” We further note your revised disclosure on page 131
FirstName LastNameHumphrey P. Polanen Comapany NameDeep Medicine Acquisition Corp. December 1, 2023 Page 2 FirstName LastName Humphrey P. Polanen Deep Medicine Acquisition Corp. December 1, 2023 Page 2 that it appears that the expected beta phase launch of your planned E6 APEX product has been delayed to the first two quarters of calendar year 2024, as compared to the fourth quarter of the calendar year 2023. Please revise to identify any trend information that is reasonably likely to have a material effect on your results of operations or financial condition. If previously disclosed plans or expectation have changed, discuss the change and the reasons underlying it. 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, Division of Corporation Finance Office of Manufacturing cc: Lijia Sanchez
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United States securities and exchange commission logo
December 1, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:Deep Medicine Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed on November 17, 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 November 14, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Questions and Answers
What Equity Stake Will Current Deep Medicine Stockholders and TruGolf Stockholders hold in
New TruGolf..., page 31
1.Please revise the table on page 31 to reflect the amendment to the Business Combination
Marketing Agreement.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
TruGolf
Comparisons of the Nine Months ended September 30, 2023 and 2022, page 210
2.We note your disclosure that software subscriptions were lower in the nine months ended
September 30, 2023 as compared to the prior year period “due to customers waiting to
purchase the new Apex software.” We further note your revised disclosure on page 131
FirstName LastNameHumphrey P. Polanen
Comapany NameDeep Medicine Acquisition Corp.
December 1, 2023 Page 2
FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
December 1, 2023
Page 2
that it appears that the expected beta phase launch of your planned E6 APEX product has
been delayed to the first two quarters of calendar year 2024, as compared to the fourth
quarter of the calendar year 2023. Please revise to identify any trend information that is
reasonably likely to have a material effect on your results of operations or financial
condition. If previously disclosed plans or expectation have changed, discuss the change
and the reasons underlying it.
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,
Division of Corporation Finance
Office of Manufacturing
cc: Lijia Sanchez