SecProbe.io

CORRESP
 1
 filename1.htm

 TruGolf
Holdings, Inc.

 60
North 1400 West Centerville

 Utah
84014

 September
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Washington,
DC 20549

 Re:
 TruGolf
 Holdings, Inc.

 Registration
 Statement on Form S-1

 Registration
 No. 333-288219

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, TruGolf Holdings, Inc., a Delaware corporation (the "Company"), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:00 P.M. (Eastern Time) on September 10, 2025, or as soon thereafter as possible on such date.

 Very
 truly yours,

 TruGolf
 Holdings, Inc.

 By:
 /s/
 Christopher Jones

 Name:
 Christopher
 Jones

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 August
29, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
DC 20549

 Attention:
Sarah Sidwell

 Re:
 TruGolf Holdings, Inc.

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

 Filed July 18, 2025

 File No. 333-288219

 Ladies
and Gentlemen:

 This
letter is being submitted on behalf of TruGolf Holdings, Inc. (the " Company ") in response to the comment letter, dated
July 30, 2025, of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") with respect to the Amendment No. 1 to the Registration Statement on Form S-1 filed on July 18,
2025 (the " Registration Statement "). The Company's amended Registration Statement (the " Amended Registration
Statement ") has been filed with the Commission.

 Amendment
No. 1 to Form S-1

 General

 1.
Your response to prior comment 1 asserts that the selling stockholders were at market risk when they acquired the warrants issued on
April 22, 2025, but does not provide the analysis requested as to whether it is appropriate to register the resale of common stock at
this time; accordingly, we reissue the comment. Your analysis should explain whether and how the specific provisions of the warrants
and preferred stock (i.e., their respective pricing mechanisms, including market and other adjustments, and terms, conditions, and timing
of exercise/conversion) are consistent with the Commission's guidance set forth in Question 139.11 of the Securities Act Sections
Compliance and Disclosure Interpretations. Clarify whether a portion of the preferred stock has now been issued (as your Form 8-K filed
on July 22, 2025, appears to indicate), and consider whether there is completed sale for the remaining, unissued preferred stock. Separately
consider whether the selling stockholders are at market risk with respect to the underlying common stock.

 RESPONSE:
The Amended Registration Statement has been revised to include solely the shares of common stock underlying the Series A preferred stock
that was acquired on July 21, 2025 via the exercise by an investor of the Series A preferred stock warrant for cash consideration of
$5.0 million. The Company respectfully submits that upon exercise of the Series A preferred stock warrant, the investor was, and is currently,
at market risk with respect to the underlying common stock.

 2.
We note your response to prior comment 2. Please update your disclosure to reflect the note exchange and other developments reported
in your Form 8-K filed on July 22, 2025. Without limitation, clearly indicate the number of Series A preferred stock that are issued
and outstanding, and clarify how these relate to the common stock being registered for resale. Include revisions as appropriate to the
use of proceeds and selling securityholders sections, and the legal opinion filed as Exhibit 5.1 (noting this refers to the Series A
preferred stock as "issuable").

 RESPONSE:
The Amended Registration Statement has been revised to address the Staff's comment.

 Description
of our Securities

 Preferred
Stock

 Series
A Convertible Preferred Stock Conversion Rights, page 63

 3.
We note your response to prior comment 4. Please further revise this subsection to address the following:

 ● Include
 the current conversion price of $6.31 in the same paragraph as the initial fixed conversion
 price of $50.00.

 ● Disclose
 how the conversion price was adjusted from $50.00 to $6.31, clearly explaining your calculation
 and any Reset Price adjustment; revise accordingly disclosure that "Due to the reverse
 split, we completed on June 23, 2025, the Conversion Price was adjusted to $6.31."

 ● Quantify
 the number of shares issuable upon conversion at the fixed conversion price (i.e., in addition
 to the floor price), explaining your calculation.

 ● Define
 capitalized terms used, such as "Conversion Amount" and "Alternative Conversion
 Floor Amount," and explain whether and how these affect shares issuable upon conversion,
 quantifying relevant amounts.

 ● With
 a view to disclosure, tell us how you calculated the maximum number of 500 issuable shares,
 clearly explaining the treatment of dividends and any assumptions used.

 ● Refer
 to disclosure on page 58 that "the conversion price and the floor price of the Series
 A Preferred Stock may be adjusted;" revise disclosure in this section to explain such
 adjustments and quantify the maximum common stock that could be issued as a result. Add related
 risk factor disclosure as appropriate.

 RESPONSE:
The Amended Registration Statement has been revised to address the Staff's comment in bullets 1-4 and 6. With respect to bullet
5, the Amended Registration Statement has been revised to show the calculations utilized to calculate the maximum number of 500 issuable
shares.

 Warrants
Issued in April 2025 Exchange, page 65

 4.
We note your response to prior comment 3 and reissue it in part. Please revise to provide a complete description of the primary overlying
warrants. Your disclosure should summarize the principal provisions of the warrant filed as Exhibit 10.14 with a level of detail analogous
to that for the Series A preferred stock. Additionally clarify disclosure that appear to indicate your warrants expired on April 22,
2025, and update to clearly disclose the current expiration date in light of your Form 8-K filed on July 22, 2025.

 RESPONSE:
The Amended Registration Statement has been revised to address the Staff's comment and to clarify the expiration date of the Warrants.

 * * *

 * * *

 Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

 Sincerely,

 ARENTFOX SCHIFF LLP

 /s/
 Cavas Pavri

 By:
 Cavas
 Pavri

 Enclosures

 cc:

 Christopher
 Jones, Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Christopher Jones
Chief Executive Officer
TruGolf Holdings, Inc.
60 North 1400 West
Centerville, UT 84014

 Re: TruGolf Holdings, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed on July 18, 2025
 File No. 333-288219
Dear Christopher Jones:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our July 2, 2025
letter.

Amendment No. 1 to Form S-1
General

1. Your response to prior comment 1 asserts that the selling stockholders
were at market
 risk when they acquired the warrants issued on April 22, 2025, but does
not provide
 the analysis requested as to whether it is appropriate to register the
resale of common
 stock at this time; accordingly, we reissue the comment. Your analysis
should explain
 whether and how the specific provisions of the warrants and preferred
stock (i.e., their
 respective pricing mechanisms, including market and other adjustments,
and terms,
 conditions, and timing of exercise/conversion) are consistent with the
Commission s
 guidance set forth in Question 139.11 of the Securities Act Sections
Compliance and
 Disclosure Interpretations. Clarify whether a portion of the preferred
stock has now
 been issued (as your Form 8-K filed on July 22, 2025, appears to
indicate), and
 July 30, 2025
Page 2

 consider whether there is completed sale for the remaining, unissued
preferred stock.
 Separately consider whether the selling stockholders are at market risk
with respect to
 the underlying common stock.
2. We note your response to prior comment 2. Please update your disclosure
to reflect
 the note exchange and other developments reported in your Form 8-K filed
on July
 22, 2025. Without limitation, clearly indicate the number of Series A
preferred stock
 that are issued and outstanding, and clarify how these relate to the
common stock
 being registered for resale. Include revisions as appropriate to the use
of proceeds and
 selling securityholders sections, and the legal opinion filed as Exhibit
5.1 (noting this
 refers to the Series A preferred stock as "issuable").
Description of our Securities
Preferred Stock
Series A Convertible Preferred Stock
Conversion Rights, page 63

3. We note your response to prior comment 4. Please further revise this
subsection
 to address the following:
 Include the current conversion price of $6.31 in the same paragraph
as the initial
 fixed conversion price of $50.00.
 Disclose how the conversion price was adjusted from $50.00 to $6.31,
clearly
 explaining your calculation and any Reset Price adjustment; revise
accordingly
 disclosure that "Due to the reverse split, we completed on June 23,
2025, the
 Conversion Price was adjusted to $6.31."
 Quantify the number of shares issuable upon conversion at the fixed
conversion
 price (i.e., in addition to the floor price), explaining your
calculation.
 Define capitalized terms used, such as Conversion Amount and
 Alternative
 Conversion Floor Amount, and explain whether and how these affect
shares
 issuable upon conversion, quantifying relevant amounts.
 With a view to disclosure, tell us how you calculated the maximum
number of
 500 issuable shares, clearly explaining the treatment of dividends
and any
 assumptions used.
 Refer to disclosure on page 58 that the conversion price and the
floor price of the
 Series A Preferred Stock may be adjusted; revise disclosure in
this section
 to explain such adjustments and quantify the maximum common stock
that could
 be issued as a result. Add related risk factor disclosure as
appropriate.
Warrants Issued in April 2025 Exchange, page 65

4. We note your response to prior comment 3 and reissue it in part. Please
revise to
 provide a complete description of the primary overlying warrants. Your
disclosure
 should summarize the principal provisions of the warrant filed as
Exhibit 10.14 with a
 level of detail analogous to that for the Series A preferred stock.
Additionally clarify
 disclosure that appear to indicate your warrants expired on April 22,
2025, and update
 to clearly disclose the current expiration date in light of your Form
8-K filed on July
 22, 2025.
 July 30, 2025
Page 3

 Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at
202-551-3047
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Cavas Pavri
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July
17, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
DC 20549

 Attention:
Sarah Sidwell

 Re:
 TruGolf
 Holdings, Inc.

 Registration
 Statement on Form S-1

 Filed
 June 20, 2025

 File
 No. 333-288219

 Ladies
and Gentlemen:

 This
letter is being submitted on behalf of TruGolf Holdings, Inc. (the " Company ") in response to the comment letter, dated
July 2, 2025, of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") with respect to the Registration Statement on Form S-1 filed on June 20, 2025 (the " Registration
Statement "). The Company's amended Registration Statement (the " Amended Registration Statement ") has
been filed with the Commission.

 Registration
Statement on Form S- 1 filed on June 20, 2025

 General

 1.
 We note that you are seeking to register the resale of Class A Common Stock "issuable
upon the conversion of [y]our Series A Convertible Preferred Stock...issuable upon the exercise of Warrants to purchase Series A Preferred
Stock." Please provide us with a detailed analysis explaining why it is appropriate to register the resale of these shares at this
time, including whether provisions of the warrants and/or preferred stock protect the selling stockholders from being truly at market
risk. In your analysis, please consider the Commission's guidance set forth in Question 139.11 of the Securities Act Sections Compliance
and Disclosure Interpretations.

 RESPONSE: The
 Amended Registration Statement has been updated to include the following new disclosure ( emphasis
 added ). As stated in the new disclosure, the selling stockholders were at market
 risk beginning on April 22, 2025, when the selling stockholders acquired the Warrants in
 partial exchange for certain Series A warrants and Series B warrants of the Company that
 were issued in February 2024.

 "This
prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the "Selling
Securityholders") of an aggregate of up to 8,416,500 shares of our Class A common stock, par value $0.0001 per share ("Class
A Common Stock") issuable upon the conversion of our Series A Convertible Preferred Stock, par value $0.0001 per shares ("Series
A Preferred Stock") issuable upon the exercise of Warrants to purchase Series A Preferred Stock (the "Warrants") with
an exercise price of $900 per share , which Warrants were issued to the Selling Securityholders on April 22, 2025 in partial
exchange for certain Series A warrants and Series B warrants to purchase shares of the Company's Class A common stock (collectively,
the "PIPE Warrants") issued in a private placement completed in February 2024 pursuant to which the Selling Securityholders
purchased the PIPE Warrants and certain convertible notes for an aggregate purchase price of $4,185,000."

 United
States Securities and Exchange Commission

 July
17, 2025

 Page
2

 2. Please
revise disclosure on the prospectus cover and elsewhere to clarify whether the warrants overlying the common stock being registered have
been issued and are outstanding. Identify the "Effective Date" and "Closing Date" referred to in the Exchange
Agreements discussed on page 8. Clearly disclose, if true, that you are registering only a portion of the common stock underlying the
warrants and preferred stock (as disclosure on page 58 appears to indicate). Quantify all relevant amounts of these securities-i.e.,
issued and outstanding, issuable (including under alternate exercise/conversion scenarios, if different), and issued/issuable in relation
to the registered shares (clarifying how such underlying securities were determined and the exercise/conversion price used).

 RESPONSE: The
 Amended Registration Statement has been updated as follows:

 ● The
 following disclosure was added on the Cover to make clear that the warrants have been issued
 and outstanding, to make clear that only a portion of the common stock underlying the Warrants
 and preferred stock is being registered and to quantity the amounts of these securities.

 "The
Selling Securityholders hold an aggregate of Warrants to purchase 37,033 shares of Series A Preferred Stock. Each share of Series A Preferred
Stock is convertible into a maximum of 500 shares of Class A Common Stock at the floor conversion price of the Series A Preferred Stock,
which is $3.50 per share. Of the foregoing Warrants, we have agreed to register the resale of the Class A Common Stock underlying a total
of 16,833 shares of Series A Preferred Stock held by the Selling Securityholders."

 ● The
 effective date of the exchange agreement – April 22, 2025, has been disclosed on both
 the Cover and on page 8 of the Amended Registration Statement.

 3. Please
revise to provide a complete description of the terms and conditions of the primary overlying warrants. In this regard, we note that
the description of securities section discusses the Representative's Warrants, but not these warrants. Clearly discuss terms of
exercise, including the exercise price and adjustments thereto. Disclose whether voluntary adjustment pursuant to Section 2(c) of the
warrant is subject to any minimum price and quantify the maximum preferred stock and common stock that could be issued upon such adjustment,
together with risk factor disclosure as appropriate. Clarify disclosure on page 57 that appears to indicate preferred stock is issuable
both (i) in the maximum forced share amount (as set forth in the warrants) and (b) in a number that warrant holders can exercise into
without your consent; if these amounts (which should be quantified) overlap and are not mutually exclusive, please additionally advise
why it is appropriate to register 420,825,000 underlying shares.

 RESPONSE: The
 Amended Registration Statement has been updated as follows:

 ● On
 page 8, the following disclosure was added:

 "Description
of Warrants .

 The
Warrants shall expire two years after issuance and are exercisable for an aggregate of 37,033 shares of Series A Preferred Stock. The
exercise price of the Warrants is $900 per share of Series A Preferred Stock (as adjusted for stock splits, stock dividends, stock combinations,
recapitalizations and similar events affecting the Series A Preferred Stock). In addition, subject to the rules and regulations of the
Nasdaq Stock Market, the Company may at any time during the term of the Warrants, with the prior written consent of the holder, reduce
the then current exercise price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Any adjustment to the exercise price of the Warrants would not change the conversion price of the Series A Preferred Stock or the floor
price for such conversion price, and would therefore not change the total number of shares of Class A Common Stock potentially issuable
under the Series A Preferred Stock

 United
States Securities and Exchange Commission

 July
17, 2025

 Page
3

 Description
of Series A Preferred

 Each
share of Series A Preferred Stock is convertible into a maximum of 500 shares of Class A Common Stock at the floor conversion price of
the Series A Preferred Stock, which is $3.50 per share. Of the foregoing Warrants, we have agreed to register the resale of the Class
A Common Stock underlying a total of 16,833 shares of Series A Preferred Stock held by the Selling Securityholders."

 ● The
 disclosure on page 58 has been updated as follows ( emphasis added) :

 In
accordance with the terms of a registration rights agreement with the holders of the Preferred Stock, this prospectus generally covers
the resale of 100% of the maximum number of shares of common stock issued or issuable upon conversion of the Series A Preferred Stock
issued and issuable assuming that the Warrants have been exercised into such aggregate number of Series A Preferred Stock equal to the
sum of (a) the Maximum Forced Exercise Share Amount (as set forth in the Warrants), which is 6,733 shares of Series A Preferred
Stock plus (b) the number of shares of Series A Preferred Stock as the stockholder shall have the right to exercise into
without our consent, which is 10,099 shares of Series A Preferred Stock (which amount does not include and is in addition to
the 6,733 shares of Series A Preferred Stock described in (a) above) (without regard to any limitations on conversion contained
in the certificate of designations solely for the purpose of such calculation) at the floor price of $3.50 .

 4. Please
revise your description of the Series A Preferred Stock to clearly disclose the conversion price and the number of shares of common stock
issuable upon conversion, identifying any needed assumptions. Expand upon disclosure that "the conversion price and the floor price
of the Series A Preferred Stock may be adjusted" (page 57), explaining such adjustments and quantifying the maximum common stock
that could be issued upon such adjustments, together with risk factor disclosure as appropriate.

 RESPONSE: The
 Amended Registration statement has been updated to include the following on page 63:

 "As
such, for each share of Series A Preferred Stock, assuming the Conversion Price is adjusted due to any of the events described in this
section to the Floor Price and assuming the Make-Whole Amount described in the prior paragraph is converted into Class A Common Stock
at the Floor Price, a total of 500 shares of Class A Common Stock may be issued."

 United
States Securities and Exchange Commission

 July
17, 2025

 Page
4

 Cover
Page

 5. We
note disclosure on page 53 that you expect to be a controlled company and may qualify for exemptions from certain corporate governance
requirements. Please revise to clearly state whether you currently or intend in the future to take advantage of the controlled company
exemptions under the Nasdaq rules. Include disclosure on the prospectus cover regarding your controlled company status. Additionally
disclose the percentage ownership and voting control held by your founders and executive officers, Christopher Jones and Steven Johnson.

 RESPONSE: The
 Amended Registration Statement has been updated to include the following on the Cover page.

 "Chief
Executive Officer, Interim Chief Financial Officer, President and Chairman, Christopher Jones, together with our Chief Hardware Officer,
Steven R. Johnson, and David Ashby, hold 1,00,888, 48,513,000, 50,598 shares of our Class B Common Stock, respectively, representing
approximately 88.6% of the voting power of TruGolf's voting securities for the election of directors. As a result, TruGolf is a
controlled company within the meaning of the Nasdaq rules, and, as a result, although we have not chosen to avail ourselves of any controlled
company exemptions, we may in the future chose to avail ourselves of the exemptions from certain corporate governance requirements for
controlled companies. See the section entitled "Management – Controlled Company" of this prospectus for additional
information."

 The
Amended Registration Statement has been updated to revise the disclosure on page 53 as follows:

 "Christopher
Jones, together with Steven R. Johnson and David Ashby, hold approximately 88.6% of the voting power of TruGolf's voting securities
for the election of directors. As a result, TruGolf is a controlled company within the meaning of the Nasdaq rules, and, as a result,
although we have not chosen to avail ourselves of any controlled company exemptions, we may in the future chose to avail ourselves of
the exemptions from certain corporate governance requirements for controlled companies."

 Prospectus
Summary, page 5

 6. We
note your Form 8-K, filed on June 24, 2025, reports that you effected a 1:50 reverse stock split. Please update your disclosure to reflect
this stock split and include risk factor disclosure as appropriate

 RESPONSE: The
 Amended Registration Statement has been updated throughout to give effect to the reverse
 stock split. In addition, the following was added to the risk factor disclosure:

 "On
June 23, 2025, we completed a reverse split of our Class A Common Stock in order to satisfy the Bid Price Rule. Although as of the date
of this prospectus, we are in compliance with the Bid Price Rule, significant sales of our Class A Common Stock from this offering may
cause our stock price is fall in the future, which may cause us to again be in non-compliance with the Bid Price Rule."

 United
States Securities and Exchange Commission

 July
17, 2025

 Page
5

 Risk
Factors, page 12

 7. Please
add risk factor disclosure regarding the potential impacts and material risks related to this offering. Discuss, without limitation,
the substantial dilutive effects of issuance of the common stock being offered. Additionally revise the risk factor regarding potential
Nasdaq delisting on page 25 to disclose whether and how the offering will affect your ability to regain and/or maintain compliance with
the listing rules. Update the disclosure as appropriate in light of the July 8, 2025 compliance deadline.

 RESPONSE: The
 Amended Registration Statement was updated to include the following risk factor:

 "The
conversion of the Series A Preferred Stock into Class A Common Stock will dilute the ownership interest of our stockholders.

 The
Series A Preferred Stock provide that if, while the Series A Preferred Stock are outstanding, we sell any Class A Common Stock and/or
Class A Common Stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the
conversion price of the Series A Preferred Stock in effect immediately prior to such sale, then immediately after such sale the exercise
price of the Series A Preferred Stock then in effect will be reduced to an amount equal to the new issuance price, and, the number of
shares issuable upon conversion of the Series A Preferred Stock will be proportionately adjusted such that the aggregate price will remain
unchanged, subject to the floor price. In addition, if on any six month anniversary after the date the Series A Preferred Stock are issued
(each, a "Reset Date"), the conversion price then in effect is greater than the closing price of the Class A Common Stock
as of such applicable Reset Date (each, a "Reset Price"), immediately after the close of trading on such applicable Reset
Date the conversion price shall automatically lower to the Reset Price. Finally, if at any time on or after the date of issuance there
occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Class A Common
Stock, the conversion price shall be reduced to 120% of the quotient determined by dividing (x) the sum of the volume weighted average
price of the Class A Common Stock for each of the five trading days with the lowest volume weighted average price of the Class A Common
Stock during the fifteen consecutive trading day period ending and including the trading day immediately preceding the sixteenth trading
day after such event date, divided by (y) five.

 As
described above, if the conversion price of the Series A Preferred Stock decreases, the number of shares underlying the Series A Preferred
Stock will increase, which would materially dilute the ownership of our stockholders."

 *
 *
 *

 *
 *
 *

 Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

 Sincerely,

 ARENTFOX
 SCHIFF LLP

 /s/
 Cavas Pavri

 By:
 Cavas Pavri

 Enclosures

 cc:

 Christopher
 Jones, Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 2, 2025

Christopher Jones
Chief Executive Officer
TruGolf Holdings, Inc.
60 North 1400 West
Centerville, UT 84014

 Re: TruGolf Holdings, Inc.
 Registration Statement on Form S-1
 Filed on June 20, 2025
 File No. 333-288219
Dear Christopher Jones:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed on June 20, 2025
General

1. We note that you are seeking to register the resale of Class A Common
Stock
 "issuable upon the conversion of [y]our Series A Convertible Preferred
 Stock...issuable upon the exercise of Warrants to purchase Series A
Preferred Stock."
 Please provide us with a detailed analysis explaining why it is
appropriate to register
 the resale of these shares at this time, including whether provisions of
the warrants
 and/or preferred stock protect the selling stockholders from being truly
at market risk.
 In your analysis, please consider the Commission s guidance set forth
in
 Question 139.11 of the Securities Act Sections Compliance and Disclosure
 Interpretations.
 July 2, 2025
Page 2
2. Please revise disclosure on the prospectus cover and elsewhere to
clarify whether the
 warrants overlying the common stock being registered have been issued
and are
 outstanding. Identify the "Effective Date" and "Closing Date" referred
to in the
 Exchange Agreements discussed on page 8. Clearly disclose, if true, that
you
 are registering only a portion of the common stock underlying the
warrants and
 preferred stock (as disclosure on page 58 appears to indicate). Quantify
all relevant
 amounts of these securities--i.e., issued and outstanding, issuable
(including under
 alternate exercise/conversion scenarios, if different), and
issued/issuable in relation to
 the registered shares (clarifying how such underlying securities were
determined and
 the exercise/conversion price used).
3. Please revise to provide a complete description of the terms and
conditions of the
 primary overlying warrants. In this regard, we note that the description
of securities
 section discusses the Representative's Warrants, but not these warrants.
Clearly
 discuss terms of exercise, including the exercise price and adjustments
thereto.
 Disclose whether voluntary adjustment pursuant to Section 2(c) of the
warrant is
 subject to any minimum price and quantify the maximum preferred stock
and
 common stock that could be issued upon such adjustment, together with
risk factor
 disclosure as appropriate. Clarify disclosure on page 57 that appears to
indicate
 preferred stock is issuable both (i) in the maximum forced share amount
(as set forth
 in the warrants) and (b) in a number that warrant holders can exercise
into without
 your consent; if these amounts (which should be quantified) overlap and
are not
 mutually exclusive, please additionally advise why it is appropriate to
register
 420,825,000 underlying shares.
4. Please revise your description of the Series A Preferred Stock to
clearly disclose the
 conversion price and the number of shares of common stock issuable upon
 conversion, identifying any needed assumptions. Expand upon disclosure
that
 "the conversion price and the floor price of the Series A Preferred
Stock may be
 adjusted" (page 57), explaining such adjustments and quantifying the
maximum
 common stock that could be issued upon such adjustments, together with
risk factor
 disclosure as appropriate.
Cover Page

5. We note disclosure on page 53 that you expect to be a controlled company
and may
 qualify for exemptions from certain corporate governance requirements.
Please revise
 to clearly state whether you currently or intend in the future to take
advantage of the
 controlled company exemptions under the Nasdaq rules. Include disclosure
on the
 prospectus cover regarding your controlled company status. Additionally
disclose the
 percentage ownership and voting control held by your founders and
executive
 officers, Christopher Jones and Steven Johnson.
Prospectus Summary, page 5

6. We note your Form 8-K, filed on June 24, 2025, reports that you effected
a 1:50
 reverse stock split. Please update your disclosure to reflect this stock
split and include
 risk factor disclosure as appropriate.
 July 2, 2025
Page 3

Risk Factors, page 12

7. Please add risk factor disclosure regarding the potential impacts and
material risks
 related to this offering. Discuss, without limitation, the substantial
dilutive effects of
 issuance of the common stock being offered. Additionally revise the risk
factor
 regarding potential Nasdaq delisting on page 25 to disclose whether and
how the
 offering will affect your ability to regain and/or maintain compliance
with the listing
 rules. Update the disclosure as appropriate in light of the July 8, 2025
compliance
 deadline.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Cavas Pavri
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

TruGolf
Holdings, Inc.

60
North 1400 West

Centerville,
Ut 84014

Tel:
(818) 298-1997

September
27, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Eranga Diaz

    Re:
    TruGolf Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-277068

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time on Monday,
September 30, 2024, or as soon thereafter as practicable.

Please
contact Arthur Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 459-8161, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    TRUGOLF
    HOLDINGS, INC.

    By:

    /s/
    Christopher Jonesr

    Christopher
    Jones

    Chief
    Executive Officer (Principal Executive Officer)

CORRESP
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September
23, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eranga Dias and Jay Ingram

    RE:
    TruGolf
    Holdings, Inc.

    Info:
    Registration
    Statement on Form S-1

    Filed
    August 29, 2024

    File
    No. 333-277068

Dear
Eranga Dias and Jay Ingram:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated September 18, 2024 (the “Comment Letter”) relating
to Registration Statement on Form S-1, which was submitted to the Commission by TruGolf Holdings, Inc. (the “Company”
or “we”) on August 29, 2024.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

We
have also updated the Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”) which is
submitted to the Commission simultaneously together with this letter.

Amendment
No. 1 to Registration Statement on Form S-1 filed August 29, 2024

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 41

    1.
    We
                                            note your revised disclosure in other parts of your registration statement and reissue previous
                                            comment 4. Please revise to expand the management’s discussion section to reflect the
                                            fact that this offering involves the potential sale of a substantial portion of shares for
                                            resale and discuss how such sales could impact the market price of the company’s common
                                            stock. Your discussion should highlight the fact that Bright Vision

    Sponsor
    LLC, a beneficial owner of 18.8% of your outstanding shares, will be able to sell all of its shares for so long as the registration
    statement of which this prospectus forms a part is available for use.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in cover page
    and page 42 of the Registration Statement for further information.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srfc.law
with any questions or comments regarding this correspondence. We would also welcome the opportunity to walk through the filing today
with you to confirm that we have answered all of your questions to your satisfaction and that we can request effectiveness of the Registration
Statement. Thank you.

    Sincerely,

    TruGolf
    Holdings, Inc.

    By:
    /s/
    Christopher Jones

    Christopher
    Jones

    Chief
    Executive Officer

September 18, 2024
Christopher Jones
Chief Executive Officer
TruGolf Holdings, Inc.
60 North 1400 West
Centerville, Utah 84014
Re:TruGolf Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 29, 2024
File No. 333-277068
Dear Christopher Jones:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 1, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed August 29, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
41
1.We note your revised disclosure in other parts of your registration statement and reissue
previous comment 4. Please revise to expand the management's discussion section
to reflect the fact that this offering involves the potential sale of a substantial portion of
shares for resale and discuss how such sales could impact the market price of the
company’s common stock. Your discussion should highlight the fact that Bright Vision
Sponsor LLC, a beneficial owner of 18.8% of your outstanding shares, will be able to sell
all of its shares for so long as the registration statement of which this prospectus forms a
part is available for use.

September 18, 2024
Page 2
            Please contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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August
29, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eranga Dias and Jay Ingram

    RE:
    TruGolf
    Holdings, Inc.

    Info:
    Registration
    Statement on Form S-1

    Filed
    February 14, 2024

    File
    No. 333-277068

Dear
Eranga Dias and Jay Ingram:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated March 1, 2024 (the “Comment Letter”) relating to
Registration Statement on Form S-1, which was submitted to the Commission by TruGolf Holdings, Inc. (the “Company”
or “we”) on February 14, 2024.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

We
have also updated the Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”) which is
submitted to the Commission simultaneously together with this letter.

Registration
Statement on Form S-1 Filed February 14, 2024

Cover
Page

    1.
    For
    each of the securities being registered for resale, disclose the price that the selling securityholders paid for such securities/units
    overlying such securities.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in cover page
    and page 64 of the Registration Statement for further information.

    2.
    Disclose
    the exercise prices of the warrants compared to the market price of the underlying security. If the warrants are out the money, please
    disclose the likelihood that warrant holders will not exercise their warrants. As applicable, describe the impact on your liquidity
    and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on
    hand.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in cover page
    of the Registration Statement for further information.

Risks
Related to Ownership of TruGolf’s Securities, page 29

    3.
    Include
    an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could
    have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities
    being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also,
    as applicable, disclose that even though the current trading price is at or significantly below the SPAC IPO price, the private investors
    have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than
    the public investors.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in page 31
    of the Registration Statement for further information.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 42

    4.
    Please
    expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares
    for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight
    the fact that Bright Vision Sponsor LLC, a beneficial owner of 18.8% of your outstanding shares, will be able to sell all of its
    shares for so long as the registration statement of which this prospectus forms a part is available for use.

    Response:
We have revised the Registration Statement in accordance with the Staff’s comment.

    5.
    In
    light of the number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the
    warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common
    stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business
    combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s
    ability to raise additional capital.

    Response:
We have revised the Registration Statement in accordance with the Staff’s comment..

General

    6.
    Revise
    your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight
    any differences in the current trading price, the prices that the selling securityholders acquired their shares and warrants, and
    the price that the public securityholders acquired their shares and warrants. Also disclose the potential profit the selling securityholders
    will earn based on the current trading price. In addition, please include appropriate risk factor disclosure.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in the cover
    page and page 64 of the Registration Statement for further information.

    7.
    Please
    update to reflect the filing of the your quarterly financial statements for the quarter ended December 31, 2023.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment to include the financial statement for
    the quarter ended December 31, 2023.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srfc.law
with any questions or comments regarding this correspondence. We would also welcome the opportunity to walk through the filing today
with you to confirm that we have answered all of your questions to your satisfaction and that we can request effectiveness of the Registration
Statement. Thank you.

    Sincerely,

    TruGolf
    Holdings, Inc.

    By:
    /s/
    Christopher Jones

    Christopher
    Jones

    Chief
    Executive Officer

United States securities and exchange commission logo
March 1, 2024
Christopher Jones
Chief Executive Officer
TruGolf Holdings, Inc.
60 North 1400 West
Centerville, Utah 84014
Re:TruGolf Holdings, Inc.
Registration Statement on Form S-1
Filed February 14, 2024
File No. 333-277068
Dear Christopher Jones:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 Filed February 14, 2024
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities/units overlying such securities.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying security. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. As applicable, describe the impact on
your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.
Risks Related to Ownership of TruGolf's Securities, page 29
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the

 FirstName LastNameChristopher Jones
 Comapany NameTruGolf Holdings, Inc.
 March 1, 2024 Page 2
 FirstName LastNameChristopher Jones
TruGolf Holdings, Inc.
March 1, 2024
Page 2
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also, as applicable, disclose that even though the
current trading price is at or significantly below the SPAC IPO price, the private investors
have an incentive to sell because they will still profit on sales because of the lower price
that they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
42
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Bright Vision Sponsor LLC, a beneficial owner of 18.8% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
5.In light of the number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the
exercise price of the warrants and the current trading price of the Class A common stock,
expand your discussion of capital resources to address any changes in the company’s
liquidity position since the business combination. If the company is likely to have to seek
additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Also disclose the
potential profit the selling securityholders will earn based on the current trading price. In
addition, please include appropriate risk factor disclosure.
7.Please update to reflect the filing of the your quarterly financial statements for the quarter
ended December 31, 2023.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397 with any

 FirstName LastNameChristopher Jones
 Comapany NameTruGolf Holdings, Inc.
 March 1, 2024 Page 3
 FirstName LastName
Christopher Jones
TruGolf Holdings, Inc.
March 1, 2024
Page 3
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Deep
Medicine Acquisition Corp.

595
Madison Avenue, 12th Floor

New
York, NY 10017

December
26, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100 F Street N.E.

Washington,
D.C. 20549

    Re:
    Deep
    Medicine Acquisition Corp.

    Amendment
    No. 6 to Registration Statement on Form S-4

    Filed
    December 20, 2023

    File
    No. 333-273548

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Deep Medicine Acquisition Corp. hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on December 27, 2023, or as soon as thereafter
practicable.

    Very
    truly yours,

    /s/
    Humphrey P. Polanen

    Humphrey
    P. Polanen

    Chief
    Executive Officer

    cc:

    Ellenoff
    Grossman & Schole LLP

United States securities and exchange commission logo
December 26, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re:Deep Medicine Acquisition Corp.
Preliminary Proxy on Schedule 14A
Filed December 15, 2023
File No. 001-40970
Dear Humphrey P. Polanen:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lijia Sanchez

CORRESP
1
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Deep
Medicine Acquisition Corp.

595
Madison Avenue, 12th Floor

New
York, NY 10017

VIA
EDGAR

December
20, 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. 5 to Registration Statement on Form S-4

Filed
on December 8, 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 18, 2023, regarding Amendment No. 5 to Registration
Statement on Form S-4 submitted to the Commission on December 8, 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. 5 to Registration Statement on Form S-4

Proposal
No. 4: The Governance Proposals, page 141

 1. We
                                            note your disclosure that “each share of Class B Common Stock shall entitle the holder
thereof to ten votes on all matters submitted to a vote of the stockholders of the company,” which appears inconsistent with your
disclosures elsewhere that each share of Class B Common Stock is entitled to 25 votes per share. Please revise the filing to address
this apparent inconsistency.

Response:
We respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on the cover
page, pages 140 and 141 of the Registration Statement, accordingly.

Exhibit
5.1 - Opinion of Ellenoff Grossman & Schole LLP, page II-5

 2. We
                                            note the statement that the opinion relates to the issuance of shares of Class A common
stock of Deep Medicine Acquisition Corp. Please have counsel provide a revised opinion that states the correct file number for the registration
statement.

Response:
We respectfully acknowledge the Staff’s comment and advise in response that our counsel has filed its revised opinion as Exhibit
5.1 to the Registration Statement.

Exhibit
8.1 - Form of Tax Opinion of Ellenoff Grossman & Schole LLP, page II-5

 3. Please
                                            file a final tax opinion. Currently, Exhibit 8.1 is merely a “form” of opinion,
                                            is undated and has blanks.

Response:
We respectfully acknowledge the Staff’s comment and advise in response that our counsel has filed its final tax opinion as Exhibit
8.1 to the Registration Statement.

Exhibit
99.5 - Consent of Stanton Park Advisors, LLC, page II-5

 4. Please
                                            have Stanton Park Advisors, LLC refile its consent that references the correct date of its
                                            opinion and the correct date of the registration statement. In this regard, refer to your
                                            disclosures that the fairness opinion is dated March 31, 2023. Please file a revised consent.

Response:
We respectfully acknowledge the Staff’s comment and advise in response that the Company has filed the revised consent of Stanton
Park Advisors, LLC as Exhibit 99.5 to the Registration Statement.

Exhibit
Index, page II-5

 5. Please
                                            revise your exhibit index to include the loan agreement with JAK Opportunities
VI, LLC.

Response:
We respectfully acknowledge the Staff’s comment and advise in response that the Company revised the exhibit index to the Registration
Statement accordingly.

    Sincerely,

    /s/
    Humphrey P. Polanen

    Humphrey
    P. Polanen, Chief Executive Officer

cc:
Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
December 18, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re:Deep Medicine Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed on December 8, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 1, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
Proposal No. 4: The Governance Proposals, page 141
1.We note your disclosure that “each share of Class B Common Stock shall entitle the
holder thereof to ten votes on all matters submitted to a vote of the stockholders of the
company,” which appears inconsistent with your disclosures elsewhere that each share of
Class B Common Stock is entitled to 25 votes per share. Please revise the filing to address
this apparent inconsistency.
Exhibit 5.1 - Opinion of Ellenoff Grossman & Schole LLP, page II-5
2.We note the statement that the opinion relates to the issuance of shares of Class A
common stock of Deep Medicine Acquisition Corp. Please have counsel provide a revised
opinion that states the correct file number for the registration statement.

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 December 18, 2023 Page 2
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
December 18, 2023
Page 2
Exhibit 8.1 - Form of Tax Opinion of Ellenoff Grossman & Schole LLP, page II-5
3.Please file a final tax opinion. Currently, Exhibit 8.1 is merely a "form" of opinion, is
undated and has blanks.
Exhibit 99.5 - Consent of Stanton Park Advisors, LLC, page II-5
4.Please have Stanton Park Advisors, LLC refile its consent that references the correct date
of its opinion and the correct date of the registration statement. In this regard, refer to your
disclosures that the fairness opinion is dated March 31, 2023. Please file a revised consent.
Exhibit Index, page II-5
5.Please revise your exhibit index to include the loan agreement with JAK Opportunities VI,
LLC.
            Please contact Jeff Gordon at 202-551-3866 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lijia Sanchez

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

United States securities and exchange commission logo
December 1, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:Deep Medicine Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed on November 17, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 14, 2023 letter.
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.
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

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 December 1, 2023 Page 2
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
December 1, 2023
Page 2
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.
            Please contact Jeff Gordon at 202-551-3866 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lijia Sanchez

CORRESP
1
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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

United States securities and exchange commission logo
November 14, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:Deep Medicine Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed on November 6, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 25, 2023 letter.
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.

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 November 14, 2023 Page 2
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
November 14, 2023
Page 2
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.
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.
            Please contact Melissa Gilmore at 202-551-3777 if you have questions regarding
comments on the financial statements and related matters. Please contact Jenny O'Shanick at
202-551-8005 or Geoffrey Kruczek at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lijia Sanchez

CORRESP
1
filename1.htm

Deep
Medicine Acquisition Corp.

595
Madison Avenue, 12th Floor

New
York, NY 10017

VIA
EDGAR

November
3, 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. 2 to Registration Statement on Form S-4

    Filed
    on October 13, 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 October 25, 2023, regarding Amendment No. 2 to Registration
Statement on Form S-4 submitted to the Commission on October 13, 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. 2 to Registration Statement on Form S-4

Proposal
No. 2: The Business Combination Proposal

Certain
Unaudited Projected Financial Information, page 129

    1.
    We
    note your revisions in response to prior comment 20 and reissue our comment. Please revise to discuss the sales of your products
    through retail outlets, which you continue to describe as “some of the largest in the world,” as you do on page 129.

    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.

Opinion
of Stanton Park, the Deep Medicine Board’s Financial Advisor, page 133

    2.
    We
    reissue prior comment 13. Please revise to disclose 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 each of the 13 transactions
    chosen and clarify the criteria the advisor used to select them. We note that for the Comparable Public Companies method, you specify
    on page 132 each of the 13 comparable public companies and why the advisor selected them. 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. Finally, we note your revised disclosure that you used “revenue multiples” for each method, but you also disclose
    that you used both the “mean EV/Revenue and EV/EBITDA valuation multiples.” Please revise to clarify this apparent
    discrepancy.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 135
    of 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

    3.
    We
    note your response to prior comment 17. We note that footnote (3) to adjustment (A) no longer refers to the $0.95 million tail insurance
    premium for Deep Medicine’s officer and directors; however, it is not clear why the adjustment of $2.35 million remains the
    same if the $0.95 million tail insurance premiums is no longer included in the adjustment. Please clarify and revise your disclosure
    accordingly.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 164
    and 166 of the Registration Statement, accordingly.

Executive
and Director Compensation of TruGolf

Summary
Compensation Table, page 232

    4.
    We
    note your filed Exhibits 10.14 and 10.15 and revisions in response to prior comment 7. It appears that on June 1, 2022, you granted
    to each of Mr. Adams and Mr. Larsen 1% of your stock. Please tell us why your summary Compensation Table does not reflect these stock
    grants or revise.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on page 235
    of the Registration Statement, accordingly.

Exhibit
Index, page II-5

    5.
    We
    note your filed Exhibits 4.5-4.6 and 10.16-10.24 in response to prior comment 27. We further note that Greentree Financial Group,
    Inc., a member of your Sponsor, is one of the noteholders of your convertible notes. Please tell us why this relationship is not
    described in the “Background of the Business Combination” and “Certain Other Interests in the Business Combination”
    sections, and how this is consistent with your response to prior comment 14 in our letter dated August 25, 2023.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company revised its disclosure on pages 24,
    38, 97, 119 and 122 - 123 of the Registration Statement, accordingly.

    Further,
please refile these exhibits as final signed agreements. Finally, please revise to update your disclosures throughout the filing and
address areas that appear to need updating or that present inconsistencies pursuant to these agreements. Non-exclusive examples of areas
where disclosure should be updated are as follows:

    ●
    We
    note your disclosure on page 203 that “[i]n June 2022, we entered into two separate but identical $300,000” convertible
    notes. This appears inconsistent with Exhibits 10.17 and 10.21, which are dated April 2022 and May 2022, respectively. Please revise
    to clarify this apparent discrepancy.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company has provided an updated Exhibit 10.17
    to the Registration Statement and has updated the disclosure on page 205 of the Registration Statement, accordingly.

    ●
    We
    note your disclosure on Page F-50 that the convertible notes include “292 warrants” that are “exercisable at $4,800
    per share.” This appears inconsistent with Exhibits 4.5 and 4.6, which include 350,000 Warrants Shares that are exercisable
    for $2 per share. Please revise to clarify this apparent discrepancy.

    We
                                            respectfully acknowledge the Staff’s comment and advise in response that the Company
                                            has provided an updated exhibit 4.6 and exhibit 4.8 to the Registration Statement, accordingly.

                                                                              At
the time the parties entered into the Common Stock Purchase Warrant Agreement it was anticipated that the TruGolf would undertake a 1:2400
stock split (the “Split”). However, as of December 31, 2022, the Company put the Split on hold and determined that it would
be affected immediately prior to TruGolf’s merger with Deep Medicine. Accordingly, the terms of the convertible notes and related
warrants disclosed in Note 10 to TruGolf’s annual audited financial statements for 2022 and 2021 do not reflect the anticipated
reverse stock split and remain accurate.

    ●
    We
    note your disclosures on page 203 that “[i]n March 2023, we extended each note’s maturity to July 31, 2023 and increased
    each note’s borrowing limit to $375,000.” This appears inconsistent with Exhibits 10.18 and 10.23, effective as of April
    2023, that extended each note’s maturity date to July 31, 2023. We further note that Exhibit 10.23 increased the borrowing
    limit to $395,000. Please revise to clarify this apparent discrepancy.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company has provided an updated exhibit 10.18
    and exhibit 10.23 to the Registration Statement, accordingly.

    ●
    Please
    file the Warrant Cancellation Agreements, which you describe on pages F-54 and F-67.

    We
    respectfully acknowledge the Staff’s comment and advise in response that the Company has filed the warrant cancellation agreements
    as exhibits 10.25 and 10.26 to the Registration Statement, accordingly.

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

United States securities and exchange commission logo
October 25, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:Deep Medicine Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed on October 13, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Proposal No. 2: The Business Combination Proposal
Certain Unaudited Projected Financial Information, page 129
1.We note your revisions in response to prior comment 20 and reissue our comment. Please
revise to discuss the sales of your products through retail outlets, which you continue to
describe as “some of the largest in the world,” as you do on page 129.
Opinion of Stanton Park, the Deep Medicine Board's Financial Advisor, page 133
2.We reissue prior comment 13. Please revise to disclose 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 each of the 13 transactions chosen and clarify the

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 October 25, 2023 Page 2
 FirstName LastNameHumphrey P. Polanen
Deep Medicine Acquisition Corp.
October 25, 2023
Page 2
criteria the advisor used to select them. We note that for the Comparable Public
Companies method, you specify on page 132 each of the 13 comparable public companies
and why the advisor selected them. 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. Finally, we note your revised disclosure that
you used “revenue multiples” for each method, but you also disclose that you used both
the “mean EV/Revenue and EV/EBITDA valuation multiples.” Please revise to clarify
this apparent discrepancy.
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
3.We note your response to prior comment 17. We note that footnote (3) to adjustment (A)
no longer refers to the $0.95 million tail insurance premium for Deep Medicine's officer
and directors; however, it is not clear why the adjustment of $2.35 million remains the
same if the $0.95 million tail insurance premium is no longer included in the
adjustment. Please clarify and revise your disclosure accordingly.
Executive and Director Compensation of TruGolf
Summary Compensation Table, page 232
4.We note your filed Exhibits 10.14 and 10.15 and revisions in response to prior comment
7. It appears that on June 1, 2022, you granted to each of Mr. Adams and Mr. Larsen 1%
of your stock. Please tell us why your Summary Compensation Table does not reflect
these stock grants or revise.
Exhibit Index, page II-5
5.We note your filed Exhibits 4.5-4.6 and 10.16-10.24 in response to prior comment 27. We
further note that Greentree Financial Group, Inc., a member of your Sponsor, is one of the
noteholders of your convertible notes. Please tell us why this relationship is not described
in the “Background of the Business Combination” and “Certain Other Interests in the
Business Combination” sections, and how this is consistent with your response to prior
comment 14 in our letter dated August 25, 2023. Further, please refile these exhibits as
final signed agreements. Finally, please revise to update your disclosures throughout the
filing and address areas that appear to need updating or that present inconsistencies
pursuant to these agreements. Non-exclusive examples of areas where disclosure should
be updated are as follows:
•We note your disclosure on page 203 that “[i]n June 2022, we entered into two
separate but identical $300,000” convertible notes. This appears inconsistent with
Exhibits 10.17 and 10.21, which are dated April 2022 and May 2022, respectively.
Please revise to clarify this apparent discrepancy.
•We note your disclosure on page F-50 that the convertible notes include “292

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 October 25, 2023 Page 3
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
October 25, 2023
Page 3
warrants” that are “exercisable at $4,800 per share.”  This appears inconsistent with
Exhibits 4.5 and 4.6, which include 350,000 Warrant Shares that are exercisable for
$2 per share. Please revise to clarify this apparent discrepancy.
•We note your disclosures on page 203 that “[i]n March 2023, we extended each
note’s maturity to July 31, 2023 and increased each note’s borrowing limit to
$375,000.” This appears inconsistent with Exhibits 10.18 and 10.23, effective as of
April 2023, that extended each note’s maturity date to July 31, 2023.  We further note
that Exhibit 10.23 increased the borrowing limit to $395,000. Please revise to clarify
this apparent discrepancy.
•Please file the Warrant Cancellation Agreements, which you describe on pages F-54
and F-67.
            Please contact Jeff Gordon at 202-551-3866 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lijia Sanchez

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

United States securities and exchange commission logo
September 29, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:Deep Medicine Acquisition Corp.
Amendment No. 1
Registration Statement on Form S-4
Filed on September 19, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 25, 2023 letter.
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 was began privately.

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 September 29, 2023 Page 2
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
September 29, 2023
Page 2
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.
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 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, is controlled by, or has substantial ties with a non-U.S. person.
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 purchases by the SPAC
sponsor or its affiliates outside of the redemption offer in certain conditions.  Please
remove the statements that 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.
Nasdaq may delist Deep Medicine's securities from trading on its exchange..., page 84
6.We note your 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 exemption.
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

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 September 29, 2023 Page 3
 FirstName LastNameHumphrey P. Polanen
Deep Medicine Acquisition Corp.
September 29, 2023
Page 3
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.
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.
9.We note your revisions in response to prior comment 17.  Please address the second and
third sentences of that comment.
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.
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.
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.
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.
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.

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 September 29, 2023 Page 4
 FirstName LastNameHumphrey P. Polanen
Deep Medicine Acquisition Corp.
September 29, 2023
Page 4
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.
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.
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.
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.
19.We note your revisions in response to prior comment 35.  Please address the first sentence
of that comment.
20.We note your revisions in response to prior comment 37 and reissue our comment.  Please
revise to discuss the sales of your products through retail outlets, which you continue to
describe as "some of the largest in the world," as you do on page 204.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
TruGolf
Principal External Factors Affecting Our Operating Results, page 204
21.We note your revisions in response to prior comment 38 and that your “mitigation
strategies created a reduction in speed to market of Apogee units, but this has been
resolved.”  Please address the third sentence of that comment and revise for consistency,
given the significant delays noted on page 210.  We further note your response to prior
comment 21, which you state that there is “an extra 2 month delay in the final release date

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 September 29, 2023 Page 5
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
September 29, 2023
Page 5
of the Apogee device.”  Please ensure your revised disclosure addresses this delay, and
whether this has been resolved or is ongoing.
Results of Operations, page 207
22.We re-issue prior comment 40.  Please tell us how you “typically see higher usage and
sales in the first quarter and fourth quarter of each year” and you “expect these trends to
continue going forward” but your disclosures here regarding your recent results of
operation are not consistent with those statements.
23.We note your revisions in response to prior comment 41.  Please address the third and
fourth sentences of that comment.
Liquidity and Capital Resources, page 208
24.We note your response to prior comment 42.  Please further enhance your liquidity section
to discuss the changes in your operating, investing, and financing cash flows as depicted
in your statement of cash flows for each period presented.  In this regard, we note your
disclosure only discusses the changes during the six months ended June 30, 2023 and does
not discuss the changes during the year ended December 31, 2022.  Your discussion
should focus on the primary drivers of and other material factors necessary to an
understanding of your cash flows and the indicative value of historical cash flows.
Additionally, your discussion should not only quantify the impact of the line item(s)
which contributed most to the changes but should also provide detailed explanations of the
reasons for the fluctuations.
Certain Anti-Takeover Provisions of Delaware Law, page 220
25.We note your revisions to Article IX of Annex C in response to prior comment 44.  Please
revise the “Exclusive Forum Selection” section on page 220 for consistency with
paragraph five on page 86.
Annex F - Fairness Opinion of Stanton Park Advisors, LLC, page F-1
26.We note that you refiled Annex F in response to prior comment 49.  Please address the
second to last two sentences of that comment.
Exhibit Index, page II-5
27.We note your filed agreements in response to prior comment 51.  Please address the part
of that comment requesting that you file your convertible notes agreements, which you
describe on paragraph two of page 209.  Further, please refile Exhibits 10.10, 10.11 and
10.12 as final signed agreements.

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 September 29, 2023 Page 6
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
September 29, 2023
Page 6
General
28.We note your revisions in response to prior comment 56.  Please file the new registration
rights agreement.  Refer to Item 601(b)(10)(i)(A) of Regulation S-K.
29.Please revise to address the last sentence of prior comment 57.
            You may contact Jeff Gordon at 202-551-3866 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lijia Sanchez

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
August 25, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
1096 Keeler Avenue
Berkeley, CA 94708
Re:Deep Medicine Acquisition Corp.
Registration Statement on Form S-4
Filed on July 31, 2023
File No. 333-273548
Dear Humphrey P. Polanen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            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
this aspect of the registered transaction, and tell us, with a view toward disclosure, when
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

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 August 25, 2023 Page 2
 FirstName LastNameHumphrey P. Polanen
Deep Medicine Acquisition Corp.
August 25, 2023
Page 2
discussed anywhere else in your filing.
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.
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.
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.
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
for shares at each redemption level presented in your sensitivity analysis related to
dilution.
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.
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

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 August 25, 2023 Page 3
 FirstName LastNameHumphrey P. Polanen
Deep Medicine Acquisition Corp.
August 25, 2023
Page 3
or heightened risk of potential cyberattacks by state actors or others since Russia’s
invasion of Ukraine.
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.
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.
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.
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.
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,

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 August 25, 2023 Page 4
 FirstName LastNameHumphrey P. Polanen
Deep Medicine Acquisition Corp.
August 25, 2023
Page 4
which does not describe Nasdaq’s notice, for consistency.
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.
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.
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.
 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.
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 provided
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

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 August 25, 2023 Page 5
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
August 25, 2023
Page 5
mezzanine financing.  Please reconcile.
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.
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.
20.Please revise to describe the material terms of the initial merger agreement dated March
31, 2023 and which terms materially changed in the amended and restated merger
agreement dated July 21, 2023.  Please revise to clarify if the Deep Medicine board
approved the July 2023 merger agreement.  Finally, revise to elaborate on the “tax and
market impact” of issuing the earnout shares and any ensuing negotiations.
Certain Unaudited Projected Financial Information, page 121
21.We note your disclosure on page 122 that the projections “do not take into account any
circumstances or events occurring after the date on which the financial projections were
reviewed by Deep Medicine’s management.”  Please confirm whether the projections still
reflect management’s views on TruGolf’s future performance and/or describe what
consideration the Deep Medicine board gave to obtaining updated projections or a lack of
reliance upon the projections.  In this regard, clarify the date of the projections.  Likewise,
considering the date of the fairness opinion and that it is as of December 31, 2022, please
tell us what consideration was given to obtaining an updated opinion and your assessment
of whether any of the material factors or analyses underlying the opinion have changed.
We note, for example, that actual revenues for the quarter ended March 31, 2023 appear to
make it unlikely that TruGolf will achieve projected revenues for the entirety of 2023.
22.We note your disclosure on page 122 that the financial projections reflect estimates and
assumptions of certain quantitative values that are expected to increase from 2021.
 However, the forecast period covers fiscal years ending 2023, 2024 and 2025.  Please tell
us why estimates from 2021 were used instead of 2022.  Please revise to elaborate on
whether such assumptions were used for each of the years included in the projections.  If
they were not, please describe the other estimates, matters and assumptions with greater
specificity and quantify where practicable.  Finally, we note that your estimates and
assumptions include expense growth, but these are not included on page 123.  Please tell
us why or revise as appropriate.

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 August 25, 2023 Page 6
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
August 25, 2023
Page 6
23.Please disclose any other information to facilitate investor understanding of the basis for
and limitations of these projections, including expected material impacts to your financial
condition and results of operations from expanding into the EMEA and Asia and the
supply chain disruptions for Apogee, as disclosed on pages 190 and 202, respectively.  For
your Apogee product, we note your disclosure on page 123 that these projections “are not
in line” with your historical operating trends, but TruGolf’s management believes they are
appropriate because you began to commercialize Apogee.  Finally, we note your
disclosure that your assumptions assumed “there is no change in the macro-economic
environment leading to any recessionary conditions or revised budgetary allocations by
their customers.”  Please tell us if these assumptions are reasonable given that you
disclose in the MD&A that the slowing economy affected your results of operations for
the fiscal year ended December 31, 2022, which occurred prior to the preparation of these
projections.  If you believe that these assumptions are reasonable, please describe the risks
arising from such assumptions being incorrect.
Comparable Company Considerations, page 124
24.Please revise to provide more detail on the matters you mention, including the names of
the companies, the analysis and data underlying the analysis.
Opinion of Stanton Park, the Deep Medicine Board's Financial Advisor, page 125
25.Please substantially revise this section to furnish a summary concerning the fairness
opinion, including additional data such as the high, low, median and mean values and
growth and discount rates for each of the comparable companies.  Ensure that your added
dis

United States securities and exchange commission logo
June 22, 2023
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re:Deep Medicine Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 6, 2023
File No. 001-40970
Dear Humphrey P. Polanen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lijia Sanchez, Esq.

United States securities and exchange commission logo
December 8, 2022
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re:Deep Medicine Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 21, 2022
File No. 001-40970
Dear Humphrey P. Polanen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lijia Sanchez

CORRESP
1
filename1.htm

Deep
Medicine Acquisition Corp.

595
Madison Avenue, 12th Floor

New York, NY 10017

VIA
EDGAR

December
01, 2022

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Victor Rivera Melendez; Jeffrey Gabor

    Re:
    Deep
    Medicine Acquisition Corp.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    November 21, 2022

    File
    No. 001-40970

Dear
Mr. Rivera Melendez and Mr. Gabor:

Deep
Medicine Acquisition Corp. (the “Company,” “we,” “our” or “us”)
hereby transmits the Company’s response (the “Response”) to the comment letter (the “Comment Letter”)
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on November 22, 2022, regarding the preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”)
submitted to the Commission on November 21, 2022.

In
response to the Comment Letter (the “Comment”), we have revised the Preliminary Proxy Statement (the “Proxy
Statement”) to address the Comment, and are filing revised pages herewith for the review of the Staff.

For
the Staff’s convenience, we have repeated below the Staff’s comments from its Comment Letter in bold,
and have followed the comments with the Company’s responses.

Preliminary
Proxy Statement on Schedule 14A filed November 21, 2022

General

1.
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination.
For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company
should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial
business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision
to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose
the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation
in the combined company, and the warrants, which would expire worthless.

The
Company respectfully advises the Staff that neither we nor our sponsor, Bright Vision Sponsor LLC (the “Sponsor”),
is controlled by a non-U.S. Person and neither we nor the Sponsor have substantial ties to a non-U.S. person. Ke Li, the managing member
of our Sponsor and beneficial owner of 10.59% of our Sponsor, is a citizen of the U.S. and a resident of Hong Kong SAR. Additionally,
certain minority owners of our Sponsor are citizens of China. Despite our lack of substantial ties to a non-U.S. person, we will add
the following risk factor to the Proxy Statement in view of the Staff’s comment. This risk factor is included in our recently filed
Quarterly Report on Form 10-Q for the period ended September 30, 2022, as filed with the SEC on November 14, 2022.

We
may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the
target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain
acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign
laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond
the period of time that would permit an initial Business Combination to be consummated with us, we may not be able to consummate a Business
Combination with such target.

Among
other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than
a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S.
law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require
certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect
national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an
interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons
in order to determine the effect of such transactions on the national security of the United States.

Outside
the United States, laws or regulations may affect our ability to consummate a Business Combination with potential target companies incorporated
or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including
telecommunications), or in businesses relating to a country’s culture or heritage may be implicated. We are a Delaware company
and Ke Li, the managing member of our Sponsor, is a citizen of the U.S. and a resident of Hong Kong SAR. Additionally, certain minority
owners of our Sponsor are citizens of China.

U.S.
and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval
of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able
to consummate a transaction with that potential target.

As
a result of these various restrictions, the pool of potential targets with which we could complete an initial Business Combination may
be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies (“SPACs”)
that do not have similar ownership issues. Moreover, the process of government review could be lengthy. Because we have only a limited
time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may
require us to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless.
This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on
your investment through any price appreciation in the combined company.

****

We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Lijia Sanchez,
at lsanchez@egsllp.com or by telephone at (646) 895-7102.

[Signatures
to Follow]

    2

    Sincerely,

    /s/ Humphrey P. Polanen

    Name:
    Humphrey
    P. Polanen

    Title:
    Chief
    Executive Officer

cc:
Lijia Sanchez

    3

United States securities and exchange commission logo
November 22, 2022
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re:Deep Medicine Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 21, 2022
File No. 001-40970
Dear Humphrey P. Polanen:
            We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 21, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 November 22, 2022 Page 2
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
November 22, 2022
Page 2

consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Victor Rivera Melendez at 202-551-4182 or Jeffrey Gabor at 202-551-
2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lijia Sanchez

CORRESP
1
filename1.htm

Deep Medicine Acquisition Corp.

595 Madison Avenue, 12th Floor

New York, NY 10017

October 22, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: David Link

    Re:
    Deep Medicine Acquisition Corp.

    Registration Statement on Form S-1

    Filed September 13, 2021, as amended

    File No. 333-259500

Dear Mr. Link:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Deep Medicine Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Tuesday, October 26, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Humphrey P. Polanen

    Humphrey P. Polanen

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

I-Bankers
Securities, Inc.

1208
Shady Lane N

Keller,
TX 76248

October
22, 2021

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Link

    Re:
    Deep Medicine Acquisition Corp. (“Company”)

    Registration
Statement on Form S-1

    File
No. 333-259500

Dear
Mr. Link:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), I-Bankers Securities, Inc., as representative
of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement on
Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on October 26, 2021, or as soon as practicable thereafter.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act, the undersigned advises that approximately 450 copies of the
Preliminary Prospectus dated October 12, 2021 are expected to be distributed to prospective underwriters, dealers, institutional investors,
retail investors and others.

	The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    I-Bankers Securities, Inc.

     By: /s/
    Shelley Leonard

     Name: Shelley
Leonard

     Title: President

CORRESP
1
filename1.htm

Deep Medicine Acquisition Corp.

595 Madison Avenue, 12th Floor

New York, NY 10017

VIA EDGAR

September 13, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Stacie Gorman

    Re:
    Deep Medicine Acquisition Corp.

    Draft Registration Statement on Form S-1

    Submitted August 3, 2021

    CIK No. 0001857086

Dear Ms. Gorman:

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 27, 2021, regarding Draft Registration Statement on Form S-1 submitted
to the Commission on August 3, 2021. 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. Disclosure changes made in response to the Staff’s comments have
been made in the amended Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with
the Commission contemporaneously with the filing of this letter.

Draft Registration Statement on Form S-1 submitted August
3, 2021

Capitalization, page 57

 1. We note that you are offering 10,000,000 shares of common stock as part of your initial public offering
of units, but only show 9,216,891 shares subject to possible redemption in your Capitalization table. Please tell us how you considered
the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash or other assets to be classified outside of
permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the
holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer, in concluding that all 10,000,000
shares were not required to be presented outside of permanent equity and part of shares subject to possible redemption.

    Company acknowledges the Staff’s
comment and has concluded it is appropriate to classify securities that are redeemable for cash or other assets outside of permanent equity.
The Company has revised the disclosure in Registration Statement accordingly.

We thank the Staff for
its review of the foregoing and the Draft Registration Statement on Form S-1. If you have further comments, please feel free to contact
to 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

United States securities and exchange commission logo
August 27, 2021
Humphrey P. Polanen
Chief Executive Officer
Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor
New York, NY 10017
Re:Deep Medicine Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted August 3, 2021
CIK No. 0001857086
Dear Mr. Polanen:
            We have conducted a limited review of your draft registration statement.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 3, 2021
Capitalization, page 57
1.We note that you are offering 10,000,000 shares of common stock as part of your initial
public offering of units, but only show 9,216,891 shares subject to possible redemption in
your Capitalization table. Please tell us how you considered the guidance in ASC 480-10-
S99-3A, which requires securities that are redeemable for cash or other assets to be
classified outside of permanent equity if they are redeemable (1) at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of an event that is not solely within the control of the issuer, in
concluding that all 10,000,000 shares were not required to be presented outside of
permanent equity and part of shares subject to possible redemption.

 FirstName LastNameHumphrey P. Polanen
 Comapany NameDeep Medicine Acquisition Corp.
 August 27, 2021 Page 2
 FirstName LastName
Humphrey P. Polanen
Deep Medicine Acquisition Corp.
August 27, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement.  Refer to Rules 460 and 461 regarding requests for acceleration
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related matters.
Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lijia Sanchez, Esq.