Correspondence 0001493152-23-044287 from TruGolf Holdings, Inc. (TRUG)
TruGolf Holdings, Inc.
Date: Dec. 8, 2023 · CIK: 0001857086 · Accession: 0001493152-23-044287
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File numbers found in text: 333-273548
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CORRESP
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Deep
Medicine Acquisition Corp.
595
Madison Avenue, 12th Floor
New
York, NY 10017
VIA
EDGAR
December
8, 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 and Geoffrey Kruczek
Re:
Deep Medicine Acquisition Corp.
Amendment
No. 4 to Registration Statement on Form S-4
Filed
on November 17, 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 December 1, 2023, regarding Amendment No. 4 to Registration
Statement on Form S-4 submitted to the Commission on November 17, 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. 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.
Response:
We respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 31 of the
Registration Statement, accordingly.
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 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.
Response:
We respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 210 of the
Registration Statement, accordingly.
Sincerely,
/s/
Humphrey P. Polanen
Humphrey
P. Polanen, Chief Executive Officer
cc:
Ellenoff Grossman & Schole LLP