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
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CORRESP
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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