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Deep
Medicine Acquisition Corp.

595
Madison Avenue, 12th Floor

New
York, NY 10017

VIA
EDGAR

September
18, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Jenny O’Shanick and Mr. Geoffrey Kruczek

    Re:
    Deep
    Medicine Acquisition Corp.

    Registration
    Statement on Form S-4

    Filed
    on July 31, 2023

    File
    No. 333-273548

Ladies
and Gentlemen:

Deep
Medicine Acquisition Corp. (the “Company,” “we,” “our” or “us”)
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), on August 25, 2023, regarding Registration Statement on Form
S-4 submitted to the Commission on July 31, 2023. For the Staff’s convenience, we have repeated below the Staff’s comments
in bold, and have followed each comment with the Company’s response. Concurrently with this response, the Company has submitted
a Registration Statement on Form S-4 pursuant to the Staff’s comments (the “Registration Statement”).

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 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 discussed anywhere else in your filing.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised Exhibit 107 of the Registration
    Statement to remove the shares of Class A Common stock underlying convertible debt and underlying warrants.

    The
    Class B shares will not be registered under the Registration Statement, as they will be issued pursuant to an exemption from registration
    under the Securities Act.

    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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised Exhibit 107 of the Registration
    Statement to remove the shares of Class A Common stock underlying convertible debt.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 6 of
    the Registration Statement, accordingly.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 40 of
    the Registration Statement, accordingly.

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 or shares at each redemption level presented in your sensitivity analysis related to dilution.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 26 -
    29 of the Registration Statement, accordingly.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 82 -
    83 of the Registration Statement, accordingly.

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 or heightened risk of potential cyberattacks by state actors or others since Russia’s
    invasion of Ukraine.

    We
    respectfully acknowledge the Staff’s comment and advise the Staff that no cyberattacks have been experienced by TruGolf. The
    risk factor on page 62 of the Registration Statement has been revised to reflect the Staff’s comment.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 204
    of the Registration Statement, accordingly.

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.

    The
    Company acknowledges the Staff’s comment and respectfully advises that the Company does not intend to issue any additional
    shares of Class B common stock. The disclosures on pages 16 - 17, 73 and 238 have been revised to reflect the Staff’s
    comment.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 76 of
    the Registration Statement, accordingly.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 80 of
    the Registration Statement, accordingly.

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, which does not describe Nasdaq’s notice, for consistency.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 86,
    87 and 185 of the Registration Statement, accordingly.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 72 of
    the Registration Statement, accordingly.

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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 24, 36,
    94, 117, 120 and 121 of the Registration Statement, accordingly.

    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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 67 and
    233 have been revised to reflect the Staff’s comment. The only employment agreement is with Christopher Jones. His agreement
    is filed as Exhibit 10.10 to the Registration Statement.

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.

    We
    respectfully acknowledge the Staff’s comment and note that the financial projections referred to are the same. As such, we
    advise in response that the Company revised its disclosure throughout the Registration Statement to use a single defined term for
    financial projections.

    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 provide 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 mezzanine financing. Please reconcile.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosures on pages 122,
    203 and 209 of the Registration Statement, accordingly.

    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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure throughout the
    section of the Registration Statement entitled “Background of the Business Combination,” accordingly.

    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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 122
    and 123 of the Registration S