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Correspondence 0001493152-23-041894 from TruGolf Holdings, Inc. (TRUG)

TruGolf Holdings, Inc.
Date: Nov. 17, 2023 · CIK: 0001857086 · Accession: 0001493152-23-041894

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File numbers found in text: 333-273548

Date
Nov. 17, 2023
Author
/s/
Form
CORRESP
Company
TruGolf Holdings, Inc.

Letter

Deep Medicine Acquisition Corp.

Madison Avenue, 12th Floor

New York, NY 10017

VIA EDGAR

November 17, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

F Street, NE

Washington, D.C. 20549

Attn:

Jenny O’Shanick

Geoffrey Kruczek

Melissa Gilmore

Re: Deep Medicine Acquisition Corp.

Amendment No. 3 to Registration Statement on Form S-4

Filed on November 6, 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 November 14, 2023, regarding Amendment No. 3 to Registration Statement on Form S-4 submitted to the Commission on November 6, 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. 3 to Registration Statement on Form S-4

Proposal No. 2: The Business Combination Proposal

Background of the Business Combination, page 123

1. We note your revised disclosures that Greentree Financial Group, Inc., a member of your Sponsor, holds equity and debt in TruGolf and is one of the PIPE investors. We also note your disclosures that one of the material factors that Deep Medicine’s board considered in entering into this transaction is “the financial and other terms of the Merger Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between Deep Medicine and TruGolf.” Refer to the third and last bullets on pages 21 and 127, respectively. However, we note that you removed disclosure from the second paragraph on page 123 relating to how the Deep Medicine board did not consider these potential conflicts of interest, if any, to be material. Please revise to discuss the board’s evaluation of such potential conflicts of interest.

Response: We respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 123 of the Registration Statement, accordingly.

Certain Unaudited Projected Financial Information, page 131

2. We note your disclosure that your E6 APEX planned product “will be available for free in a beta phase for much of the fourth quarter of the calendar year 2023.” Please update this disclosure given that this prospectus is dated four weeks into the fourth quarter of the calendar year 2023.

Response: 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.

Exhibit Index, page II-5

3. We note your response to prior comment 5 and that you provided updated Exhibits 10.17 and 10.18. However, the updated exhibits have not been filed. Please refile these agreements and ensure that their dates are consistent with your disclosure. Further, please address the part of that comment requesting that you refile final signed agreements for Exhibits 4.5, 4.7 and 10.16-10.24. We note that only Exhibits 10.18, 10.19 and 10.23 are signed.

Response: We respectfully acknowledge the Staff’s comment and advise in response that the Company has included exhibits 4.5, 4.7, 10.16-10.24 all in final executed form.

We thank the Staff for its review of the foregoing and the Registration Statement on Form S-4. If you have further comments, please feel free to contact our counsel, Lijia Sanchez, at lsanchez@egsllp.com or by telephone at (212) 370-1300.

Sincerely,
/s/
Humphrey P. Polanen

Show Raw Text
CORRESP
1
filename1.htm

Deep
Medicine Acquisition Corp.

595
Madison Avenue, 12th Floor

New
York, NY 10017

VIA
EDGAR

November
17, 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

    Melissa
    Gilmore

    Re:
    Deep
    Medicine Acquisition Corp.

    Amendment
    No. 3 to Registration Statement on Form S-4

    Filed
    on November 6, 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 November 14, 2023, regarding Amendment No. 3 to Registration
Statement on Form S-4 submitted to the Commission on November 6, 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. 3 to Registration Statement on Form S-4

Proposal
No. 2: The Business Combination Proposal

Background
of the Business Combination, page 123

    1.
    We
                                            note your revised disclosures that Greentree Financial Group, Inc., a member of your Sponsor,
                                            holds equity and debt in TruGolf and is one of the PIPE investors. We also note your disclosures
                                            that one of the material factors that Deep Medicine’s board considered in entering
                                            into this transaction is “the financial and other terms of the Merger Agreement and
                                            the fact that such terms and conditions were the product of arm’s length negotiations
                                            between Deep Medicine and TruGolf.” Refer to the third and last bullets on pages 21
                                            and 127, respectively. However, we note that you removed disclosure from the second paragraph
                                            on page 123 relating to how the Deep Medicine board did not consider these potential conflicts
                                            of interest, if any, to be material. Please revise to discuss the board’s evaluation
                                            of such potential conflicts of interest.

    Response:
                                            We respectfully acknowledge the Staff’s comment and advise in response that the
                                            Company revised its disclosure on page 123 of the Registration Statement, accordingly.

Certain
Unaudited Projected Financial Information, page 131

    2.
    We
    note your disclosure that your E6 APEX planned product “will be available for free in a beta phase for much of the fourth quarter
    of the calendar year 2023.” Please update this disclosure given that this prospectus is dated four weeks into the fourth quarter
    of the calendar year 2023.

    Response:
    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.

Exhibit
Index, page II-5

    3.
    We
    note your response to prior comment 5 and that you provided updated Exhibits 10.17 and 10.18. However, the updated exhibits have
    not been filed. Please refile these agreements and ensure that their dates are consistent with your disclosure. Further, please address
    the part of that comment requesting that you refile final signed agreements for Exhibits 4.5, 4.7 and 10.16-10.24. We note that only
    Exhibits 10.18, 10.19 and 10.23 are signed.

    Response:
    We respectfully acknowledge the Staff’s comment and advise in response that the Company has included exhibits 4.5,
    4.7, 10.16-10.24 all in final executed form.

We
    thank the Staff for its review of the foregoing and the Registration Statement on Form S-4. If you have further comments, please
    feel free to contact our counsel, Lijia Sanchez, at lsanchez@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Humphrey P. Polanen

    Humphrey
    P. Polanen, Chief Executive Officer

cc:
Ellenoff Grossman & Schole LLP