SecProbe.io

CORRESP
1
filename1.htm

Deep
Medicine Acquisition Corp.

595
Madison Avenue, 12th Floor

New
York, NY 10017

VIA
EDGAR

 October
12, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Jenny
    O’Shanick

    Geoffrey
    Kruczek

    Jeff
    Gordon

    Melissa
    Gilmore

    Re:
    Deep Medicine Acquisition
    Corp.

    Amendment No. 1 to Registration
    Statement on Form S-4

    Filed on September 19,
    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 September 29, 2023, regarding Amendment No. 1 to Registration
Statement on Form S-4 submitted to the Commission on September 18, 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”).

Amendment
No. 1 to Registration Statement on Form S-4

Cover
page

    1.
    We note
    from your response to prior comment 1 that the Class B shares will be issued in reliance on an exemption from registration. If so,
    please provide us with your analysis of how you determined it is appropriate to register on this registration statement the conversion
    of those shares into Class A shares. Generally, it is inconsistent with Section 5 of the securities Act to complete a transaction
    publicly that has began privately.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised  Exhibit 107 to the Registration Statement to remove up to 5,908,253 shares of Class A common stock
    issuable upon conversion of shares of Class B common stock of the registrant to be issued in connection with the Business Combination
    to holders of Class B common stock of TruGolf.

Questions
and Answers

What
equity stake will current Deep Medicine Stockholders and TruGolf Stockholders hold in New TruGolf…, page 26

    2.
    We note your revisions
    in response to prior comment 5. Please tell us why you did not include the 300,000 shares to be issued to Deep Medicine’s officers
    and directors within 10 days following the closing of the transactions in the dilution tables on pages 26, 27 and 40.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure to include the
    300,000 shares to be issued in the dilution tables on pages 26, 27 and 40 of the Registration Statement accordingly.

Risk
Factors

Risks
Related to New TruGolf’s Dual Class Structure, page 73

    3.
    We note your revisions
    in response to prior comment 9. Please revise to address in your disclosure the last sentence of that comment.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 16
    and 73 of the Registration Statement accordingly.

We
may not be able to complete an initial business combination (including the Business Combination) …, page 76

    4.
    We note your revisions
    in response to prior comment 10 and that “none of the stockholders of TruGolf are non-U.S. persons.” Please address the
    part of that comment requesting disclosure whether anyone or any entity associated with or otherwise involved in the transaction
    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 80

    5.
    We note your revisions
    in response to prior comment 11. Compliance and Disclosure Interpretation 166.01 (Tender Offers and Schedules) applies to purchase
    by the SPAC sponsor or its affiliates outside of the redemption offer in certain conditions. Please remove the statements 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.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages
    80 and 99 of the Registration Statement accordingly.

Nasdaq
may delist Deep Medicine’s securities from trading on its exchange …, page 84

    6.
    We note revisions in
    response to prior comment 12. Please address the part of that comment requesting disclosures whether you are relying on being listed
    on Nasdaq as an exclusion from the “penny stock” rules or another explanation.

    The
    Company respectfully acknowledges the Staff’s comment and advises the Staff that, the Company does not believe that there is
    a material risk that its Class A common stock may become a “penny stock,” should Nasdaq delist its securities. Prior
    to the Business Combination, the Company has net tangible assets in excess of $5 million. After the Business Combination, the Company
    will have revenues in excess of $6 million for each of the last three years, based on TruGolf’s historical financial results.
    As such, the Company revised its disclosure on page 85 of the Registration Statement accordingly.

Proposal
No. 2: The Business Combination Proposal

Background
of the Business Combination, page 117

    7.
    We
                                                         note your revisions in response to prior comment 15. Please address the part of that comment requesting disclosure of the discussed
                                                         terms of employment agreements with certain TruGolf executive officers in connection with this transaction. We further note your
                                                         disclosures that new employment agreements for executive officers are a closing condition. Please revise to discuss the material
                                                         terms of each executive officer’s new employment agreement in the “Management of New TruGolf Following the Business
                                                         Combination” section. Finally, please file the new employment agreements. Refer to Item 402(o)(1) and Item 601(b)(10) of
                                                         Regulation S-K.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 67,
    233 and 238 of the Registration Statement accordingly. The Company respectfully submits that Trugolf has entered into legally
    binding memorandums of understanding with Brenner Adams and Nathan Larsen, that govern the terms of their employment. The memorandums
    of understanding are filed as Exhibits 10.14 and 10.15 to the Registration Statement.

    8.
    We
                                                         note your response to prior comment 16. For clarity, please clearly revise to disclose that each reference to “financial
                                                         projections” in this filing and that the projections provided to Deep Medicine’s board and Stanton Park are materially
                                                         the same as the “financial projections” included in the registration statement. Further, we note that you still discuss
                                                         a “five-year forecast” on page 123. Please revise for consistency.

We
respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure throughout the Registration
Statement to use a single defined term “TruGolf Financial Projections” for financial projections.

    9.
    We
                                                         note your revisions in response to prior comment 17. Please address the second and third sentences of that comment.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the potential PIPE Investors were not provided
    with any valuations or other material information related to TruGolf other than what was disclosed publicly. The Company respectfully
    advises the Staff that there was no decrease in overall valuation. The $125 million maximum merger consideration reflects a base
    consideration of $80 million upon closing of the business combination and $45 million additional consideration as earnout, subject
    to the terms and conditions set forth in the Merger Agreement. The Company revised its disclosure on page 122 of the Registration
    Statement accordingly.

Certain
Unaudited Projected Financial Information, page 127

    10.
    Please disclose your
    response to prior comment 21. Please revise to clearly address in your disclosure the date of the financial projections.

    We
                                            respectfully acknowledge the Staff’s comment and advise in response that the Company
                                            revised its disclosure on page 128 of the Registration Statement accordingly.

    11.
    We
                                                         note your revisions in response to prior comment 22, which clarify that the estimates and assumptions “were used for each of
                                                         the 3 years.” However, your estimates and assumptions in the two bullet points on page 128 only discuss fiscal year 2023.
                                                         Please revise to address fiscal years 2024 and 2025.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 128
    of the Registration Statement accordingly.

    12.
    We note your response
    to prior comment 24. We also note your disclosures that one of the material factors that Deep Medicine’s board considered in
    entering into this transaction is “TruGolf’s historical financial results, outlook and business and financial plans”
    as compared to those of other publicly traded companies. Refer to the second paragraph on page 20 and last bullet on page 124. Please
    tell us how your response is consistent with this disclosure or revise.

    We respectfully acknowledge
    the Staff’s comment and advise the Staff that, Deep Medicine’s board of directors considered the comparisons provided
    in the fairness opinion to be one of the material factors in its approval of the Business Combination Agreement, which information
    is further described in the section entitled “Opinion of Stanton Park, the Deep Medicine Board’s Financial Advisor.”

Opinion
of Stanton Park, the Deep Medicine Board’s Financial Advisor, page 131

    13.
    We
                                                         note your revisions in response to prior comment 25. Please address the part of that comment that requests disclosure whether, and
                                                         if so, why the advisor excluded any companies or transactions meeting the selection criteria from the analyses. Ensure that your
                                                         added disclosure addresses both the Comparable Transactions method and the Comparable Public Companies method. Further, for the
                                                         Comparable Transactions method, please specify the 13 transactions chosen and clarify the criteria the advisor used to select them.
                                                         Finally, refer to the second and third tables on page 133. Please identify the factors that suggest the EV/Revenue and EV/EBITDA
                                                         valuation multiples for TruGolf in each of these tables.

We
respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 133
of the Registration Statement accordingly.

    14.
    We
note your response to prior comment 26. Please revise to disclose in the opinion that the projections provided to the financial advisor
are materially the same as the projections included in the registration statement.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 131
    of the Registration Statement accordingly.

Proposal
No. 3: The Charter Proposal, page 138

    15.
    We note your revisions in response to prior comment
    27. Please address the part of that comment to tell us how the chief executive officer disclosure is consistent with your governing
    document. Refer to Article X of Annex C.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 138
    of the Registration Statement accordingly.

Material
U.S. Federal Income Tax Considerations, page 146

    16.
    We
note your revisions in response to prior comment 28. Please have counsel revise its opinion to consent to being named in the registration
where its name actually appears in relation to that opinion, such as here.

    We
    respectfully acknowledge the Staff’s comment and advise in response that counsel revised Exhibit 8.1 to the Registration
    Statement accordingly.

Notes
to Unaudited pro forma condensed combined financial information

3.
Adjustments to unaudited pro forma condensed combined financial information

Adjustments
to unaudited pro forma condensed combined balance sheet, page 162

    17.
    We
                                                         note your response to prior comment 33. Based on your disclosure regarding Deep Medicine’s transaction costs under footnote
                                                         (3) to adjustment (A), please tell us why you believe the costs related to the tail insurance premium for Deep Medicine’s
                                                         officers and directors qualify as equity issuance costs and further how you determined that this is an appropriate transaction
                                                         accounting adjustment in the unaudited pro forma financial statements. Please refer to Rule 11-02(a)(6) of Regulation
                                                         S-X.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 156
    – 158, 162 and 164 of the Registration Statement accordingly.

Information
about TruGolf, Inc., page 192

    18.
    We
                                                         note your revisions in response to prior comment 34. Please address the part of that comment requesting disclosure of the sources
                                                         and availability of raw materials for your products. Further, address the part of that comment requesting disclosure whether your
                                                         total addressable market includes data analytics and SaaS businesses.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 192
    of the Registration Statement accordingly.

    19.
    We note your revisions
    in response to prior comment 35. Please address the first sentence of that comment.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised