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
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
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August
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FirstName LastName
         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
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
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         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,
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
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           2023      Medicine Acquisition Corp.
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         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
 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
FirstName LastNameHumphrey P. Polanen
       specificity and quantify where practicable. Finally, we note that your
estimates and
Comapany    NameDeep
       assumptions      Medicine
                     include       Acquisition
                              expense          Corp.
                                      growth, but these are not included on
page 123. Please tell
Augustus25,why or Page
            2023  revise5 as appropriate.
FirstName LastName
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
           2023      Medicine Acquisition Corp.
August
Page 6 25, 2023 Page 6
FirstName LastName
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
         disclosure regarding each material analysis and underlying data is
consistent with Annex
         F. Further, please discuss whether, and if so, how the advisor
compared these multiple
         values for the group against the values for TruGolf based upon
TruGolf's financial data
         and the consideration offered in the transaction. Also clarify the
criteria the advisor used
         to select comparable companies and whether, and if so, why the advisor
excluded any
         companies or transactions meeting the selection criteria from the
analyses. Finally,
         Stanton Park   s opinion provides that 13 companies were selected,
whereas page 126
         provides that ten companies were selected. Please revise to clarify
this apparent
         discrepancy.
26.      We note that Stanton Park   s opinion states on Annex F-2 that its
report should not be
         relied upon to disclose, among others, errors and irregularities.
Please remove this
         disclaimer from the opinion. Further, please revise the opinion to
clarify whether the
         projections provided to the financial advisor are materially the same
as the projections
         included in the registration statement.
Proposal No. 3: The Charter Proposal, page 131

27.      We note your disclosure that your certificate of incorporation may be
amended in certain
         situations, so long as shares representing a majority of the voting
power are    beneficially
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
           2023      Medicine Acquisition Corp.
August
Page 7 25, 2023 Page 7
FirstName LastName
         owned by Mr. Adams.    Please tell us how this is consistent with your
governing
         document or revise.
Material U.S. Federal Income Tax Considerations, page 139

28.      We note the disclosure in the Merger Agreement that that it is
intended that the merger
         will qualify as a reorganization within the meaning of Section 368(a)
of the Code. Please
         revise your disclosures here to discuss the tax consequences of the
transaction and
         to include counsel   s tax opinion on whether the transaction will
qualify as a
         reorganization. Also, state in your disclosure here that the
discussion is the opinion of tax
         counsel and identify counsel. Finally, please file a tax opinion that
addresses this material
         tax consequence as well as the tax consequences of exercising the
right of redemption.
          Refer to Sections III.A.1 and 2 of Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information, page 144

29.      Please disclose the number of historical and pro forma common stock
issued and
         outstanding on the face of the pro forma balance sheet.
30.      Please ensure the amounts presented on the face of your pro forma
financial statements
         agree to the amounts presented on the face of the financial
statements. In this regard, we
         note that you disclose on page 150 that Deep Medicine   s weighted
average number of
         Class A shares on a diluted basis is 11,578,777; however, per F-4, it
appears that Deep
         Medicine   s weighted average number of Class A shares on a diluted
basis is actually
         10,946,277. Please also revise your presentation on page 48.
31.      Please present historical basic and diluted net loss per share amounts
as well as the
         number of weighted average shares outstanding for TruGolf on pages 48
and 150.
32.      We note the table including share information based on various
redemption scenarios on
         page 147 and also disclosed elsewhere throughout your filing. Please
more fully explain
         and revise your disclosures to depict how the number of shares to be
issued are
         determined for each line item. Additionally, explain how the
conversion ratio is
         calculated based on share information from respective historical
financial statements.
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 154

33.      We note your footnote (3) to adjustment (A) regarding the payment of
legal fees and other
         Deep Medicine transaction-related fees that are treated as equity
issuance costs and a
         reduction to additional paid in capital. Please explain the basis for
the treatment rather
         than treatment as a reduction to accumulated deficit and as additional
expense. Refer
         to SAB Topic 5.A.
Information about TruGolf, Inc., page 184
 Humphrey P. Polanen
Deep Medicine Acquisition Corp.
August 25, 2023
Page 8
34.      Please ensure that the information you provide in your filing is
balanced. For example,
         you discuss the markets for your products and your manufacturing
activities. Please
         revise to discuss the total addressable markets for your principal
products and your market
         share, the markets for your planned products, the sources and
availability of raw materials.
          Further, please discuss whether your total addressable market
includes data analytics and
         SaaS businesses and international markets, disclosed on page 118 and
throughout the
         filing. Finally, please revise to elaborate on your manufacturing
facility, including its
         location and whether it currently produces all of your products. We
note that your
            Facilities    section only discusses operating leases for office
and warehouse spaces.
35.      Please revise to identify and discuss your third-party manufacturers
and suppliers. We
         note your disclosures on F-32 that while the    termination of one or
more of our
         relationships with any of our major suppliers of equipment could have
a material adverse
         effect on our business, financial condition or results of operation if
we were unable to
         obtain adequate or timely rental and sales equipment.    Further, we
note your disclosures
         regarding royalty agreements with certain suppliers on F-30. Please
revise to disclose the
         material terms of your supply and manufacturing agreements, including
the term and
         termination provisions.
36.    We note your disclosure on page 123 that your E6 CONNECT product is
playable on
       around 95% of all simulators and launch monitors across the industry and
is playable on
       both PC and iOS.    This appears inconsistent with your disclosure on
page 194 that this
       product provides    market integration coverage equal to roughly 80% of
golf technology
       hardware.    Please revise for consistency. Further, we note your
disclosure on page 123
       that TruGolf plans to transition from your E6 CONNECT product to your E6
APEX
       product. Please revise to clarify if you will continue to offer E6
CONNECT or if you plan
       to discontinue the product. Please discuss whether E6 APEX is comparable
to E6
       CONNECT in terms of its compatibility with simulators, PCs and iOS. If
the E6
       CONNECT will be discontinued, please revise the filing to discuss risks
related to any
       material adverse impacts. For example, you discuss your competitive
strengths and
       agreements with GOLFTEC Intellectual Property, LLC and Full Swing Golf
Inc. on pages
       191 and 202, respectively. Finally, please revise to discuss when you
expect to launch
       salesLastNameHumphrey
FirstName    of E6 APEX.          P. Polanen
Comapany
37.         NameDeep
       Please           Medicine
              revise to discuss theAcquisition Corp.
                                    sales of your products through retail
outlets, which you
Augustdescribe
        25, 2023on page8 194 as    including some of the largest on the planet.

                  Page
FirstName LastName
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
           2023      Medicine Acquisition Corp.
August
Page 9 25, 2023 Page 9
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
TruGolf
COVID-19 and supply chain impacts, page 194

38.      Please revise to discuss all material adverse COVID-19 and supply
chain disruptions
         impacts here, and reconcile your disclosure on page 67 regarding no
material impacts.
          We note, for example, the disclosures on page 67 and F-32 that, among
others, you
         experienced significant volatility in demand for your products,
significant disruptions of
         your manufacturing operations and your suppliers, and you received a
$735,000 loan
         under the Coronavirus Aid, Relief, and Economic Security Act Paycheck
Protection
         Program. Further, we note your disclosure on page 202 that you
experienced supply chain
         disruptions for Apogee and that you will not fully market this product
until certain levels
         of quality are met. Please clarify whether supply chain disruptions
materially affect your
         outlook or business goals. Further, revise to discuss known trends or
uncertainties
         resulting from mitigation efforts undertaken as a result of your
supply chain disruptions.
          Explain whether any mitigation efforts introduce new material risks,
including those
         related to product quality and reliability.
Principal External Factors Affecting Our Operating Results, page 196

39.      Please revise to describe any known trends or uncertainties that have
had or that are
         reasonably likely to have a material favorable or unfavorable impact
on your results of
         operations. For example, you disclose on page 123 that the transition
from your E6
         CONNECT product to the new E6 APEX product may change how revenue is
recognized
         from a perpetual license to an annual recurring subscription. Further,
please revise to
         discuss expected material impacts to your financial condition and
results of operations
         from expanding your business into the EMEA and Asia.
Results of Operations, page 199

40.      We note your disclosure on page 191 that 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.    However, this disclosure appears inconsistent with
your revenue
         disclosure under    Results of Operations,    whereby you explain that
revenues for the fiscal
         year ended 2022 and quarter ended March 31, 2023 were negatively
impacted by slowing
         economic factors. Please revise the filing to address these apparent
inconsistencies.
41.      We note your disclosure that your fiscal year ended December 31, 2022
cost of revenue
         increased due to an approximately $1.2 million    write down in
inventory and increase in
         the cost of the part and labor to manufacture our simulators.
Please revise to elaborate on
         the reasons underlying such change. Further, we note your new
presentation of revenue
         on page 123, which management believed to be    appropriate in light
of the fact that
         TruGolf has begun to commercialize its newest product offering,
Apogee.    Please revise
         this section, the corresponding discussion of the quarter ended March
31, 2023, and the
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
           2023      Medicine Acquisition Corp.
August
Page 1025, 2023 Page 10
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         principal components of revenue to reflect this new presentation.
Further, we note your
         disclosures that you sell your products both domestically and
internationally and that you
            believe the concentration of credit risk, with respect to our
receivables, is limited because
         our customer base is comprised of a number of geographically diverse
customers.    Please
         revise these sections to show your revenue by material geographic
markets.
Liquidity and Capital Resources, page 200

42.      Please enhance your liquidity section to discuss the changes in your
operating, investing,
         and financing cash flows as depicted in your statement of cash flows.
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. Please refer to the SEC Interpretive
Release No. 33-8350.
43.      Please quantify and more fully disclose and discuss your short and
long term liquidity
         requirements and priorities, including potential changes in your
priorities based on the
         impact of changes in the amount of cash available to the post-merger
company due to the
         amount of cash redemptions by stockholders. We also note your
disclosures on pages
         123, F-35 and F-50 about the lines of credit with JPMorgan Chase Bank,
N.A. and
         Morgan Stanley and that you plan to target 15% to 20% of your sales on
marketing. Refer
         to Item 303(b)(1) of Regulation S-K. Finally, we note your disclosure
on page 204 that
         you have identified material weaknesses in your internal control over
financial reporting.
          Please revise to discuss any material cash requirements from
remediation efforts.
Description of New TruGolf's Securities
Rights, page 211

44.      It appears rights will not remain outstanding after this merger. If
that is correct, revise the
         notes to the fee table and cover page to disclose the number of shares
to be issued to
         holders of those rights and how you will treat fractional shares.
Certain Anti-Takeover Provisions of Delaware Law, page 212

45.      We note that your exclusive forum selection provision identifies the
Court of Chancery of
         the State of Delaware as the exclusive forum for certain litigation,
including any
            derivative action.    Please disclose whether this provision
applies to actions arising under
         the Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates
         exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
         by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder. Please also revise your prospectus to state
that investors cannot
         waive compliance with the federal securities laws and the rules and
regulations
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
           2023      Medicine Acquisition Corp.
August
Page 1125, 2023 Page 11
FirstName LastName
         thereunder. If this provision does not apply to actions arising under
the Exchange Act,
         please also ensure that the exclusive forum provision in the governing
documents states
         this clearly, or tell us how you will inform investors in future
filings that the provision
         does not apply to any actions arising under the Exchange Act. In this
regard, Article IX of
         Annex C is inconsistent with your disclosure regarding the scope of
the provision.
Executive and Director Compensation of TruGolf, page 223

46.      Revise to describe whether this transaction will trigger any change of
control provisions in
         the agreements you or TruGolf has with affiliates.
Management of New TruGolf Following the Business Combination, page 227

47.      Please describe the extent and nature of the role of the board in
overseeing cybersecurity
         risks, including in connection with TruGolf   s supply
chain/information technology/service
         providers.
Experts, page 233

48.      You disclose that Daszkal Bolton LLP audited the financial statements
of TruGolf as of
         and for the year ended December 31, 2021, and the 2021 financial
statements of TruGolf
         are included in this registration statement in reliance on CohnReznick
LLP   s report.
         Please revise your disclosure to state, if true, that the 2021
financial statements of TruGolf
         are included in this registration statement in reliance on Daszkal
Bolton LLP   s report.
Annex F - Fairness Opinion of Stanton Park Advisors, LLC, page F-1

49.      Please refile Annex F in the proper text-searchable format. Refer to
Section 5.2.3.6 of the
         EDGAR Filer Manual (Volume II) EDGAR Filing (Version 66, June 2023)
and Item 301
         of Regulation S-T. Further, we note that Exhibit 99.6 has been signed
by Stanton Park
         Capital, LLC for its fairness opinion dated December 23, 2022. Please
have the advisor
         refile its consent that references Stanton Park Advisors, LLC instead
and the correct date
         of its opinion. In this regard, refer to your disclosures on page 115
and 116 that you
         engaged Stanton Park on January 18, 2023. This appears inconsistent
with the fairness
         opinion that states the advisor was engaged on March 31, 2023. Please
revise the filing to
         clarify this apparent discrepancy.
Index to Financial Statements, page F-1

50.      Please note the updating requirements of Rule 8-08 of Regulation S-X
in regards to the
         financial statements of both Deep Medicine Acquisition Corporation and
TruGolf, Inc.
         Please similarly update the related financial information throughout
the filing.
Exhibit Index, page II-5

51.      Please file the agreements for your convertible notes, mezzanine
financing and Ethos
         Asset Management INC financing, each as disclosed on pages 195 and
196, and the
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
           2023      Medicine Acquisition Corp.
August
Page 1225, 2023 Page 12
FirstName LastName
         Sponsor Support Agreement, as exhibits to your registration statement.
Refer to Item
         601(b)(10) of Regulation S-K or tell us why such exhibits are not
required.
Exhibit 23.2 - Consent of CohnReznick LLP, independent registered public
accounting firm of
TruGolf, page II-5

52.      We note the auditor consented to the inclusion of its    report dated
July _, 2023    in the
         consent. Please make arrangements with your auditor to provide a
revised consent that
         refers to the actual audit report date.
Exhibit 107 - Filing Fee Table, page II-6

53.      We note that you currently include five categories of common stock
under one line item.
         Please tell us how you calculated the proposed maximum offering price
for each of these
         securities and revise as appropriate. For example, we note your
disclosures in the
         prospectus that the shares to be issued to TruGolf   s stockholders
are $10 per share.
General

54.      Please tell us, with a view to disclosure, whether you have received
notice from I-Bankers
         Securities, Inc. or any other firm engaged in connection with Deep
Medicine   s initial
         public offering about ceasing involvement in your transaction and how
that may impact
         your deal, including the deferred underwriting compensation owed for
the SPAC   s initial
         public offering.
55.      Please revise the filing to discuss whether TruGolf is a smaller
reporting company.
          Further, we note that certain TruGolf founders will together own
approximately 87.9% of
         the voting power of New TruGolf following the business combination.
Please explain
         whether you will be a controlled company under exchange rules and, as
a result, will be
         entitled to rely on corporate governance exemptions. Include prominent
disclosure on
         your cover page and risk factors, and beginning on page 227.
56.      Please revise to update your disclosures throughout the filing and
address areas that
         appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
         where disclosure should be updated are as follows:
             Refer to the risk factor titled    A reduction in the number of
rounds of golf played
             on page 62. You state that a decline in general economic
conditions    may
             materially adversely affect your results of operations. However,
you describe in the
             MD&A that your revenue for the fiscal year ended December 31, 2022
and quarter
             ended March 31, 2023 were affected by the slowing economy. Please
revise your
             risk characterized as potential.
             Refer to the section titled    Abstentions and Broker Non-Votes
on page 89. You
             state that an abstention will have the same effect as a vote
AGAINST    the Charter
             Proposal only. However, this appears inconsistent with your
disclosure on page 35
             that an abstention will also have the same effect as a vote
AGAINST    the NTA
             Proposal as well. Please revise your filing to explain this
apparent discrepancy.
 Humphrey P. Polanen
FirstName LastNameHumphrey
Deep Medicine Acquisition Corp.P. Polanen
Comapany
August 25, NameDeep
           2023      Medicine Acquisition Corp.
August
Page 1325, 2023 Page 13
FirstName LastName
                Refer to the section titled    Satisfaction of 80% Test    on
page 121. Please revise to
              clarify whether Deep Medicine   s board concluded that 80%
valuation requirement
              was met as of July 21, 2023, the date the amended and restated
merger agreement
              was entered into.
                Refer to your proposed nominees for the New TruGolf board on
page 137. They
              appear inconsistent with those listed on page 227. Please revise
the filing for
              consistency. If Lindsay Jones will serve as a director, please
file a consent.
                Refer to the disclosure on page 217 regarding the loans payable
to the Sponsor and
              affiliates. Please disclose the amount outstanding as of the
latest practicable date.
               Refer to Item 404(a)(5) of Regulation S-K.
                Refer to your three named executive officers on page 223, which
appears inconsistent
              with the five named executive officers listed on page 224. Please
revise to clarify
              this apparent discrepancy. Refer to Item 402(m)(2)(iii) of
Regulation S-K. Revise
              the    Summary Compensation Table    to ensure it complies with
Item 402(n),
              including appropriate footnote disclosures. Further, we note your
disclosure on page
              225 that you    made certain stock grants on January 1, 2023
which are included in the
              chart above    but no stock grants are included in your
Summary Compensation
              Table.    Please revise to clarify this apparent discrepancy,
including how you
              consider equity-based compensation as an element to your
compensation when you
              have not granted any stock options. Finally, please revise to
elaborate on the change
              of control or termination compensation payable to your chief
executive officer. Refer
              to Item 402(q) of Regulation S-K.
                Please revise to provide disclosure required by Item 402(r) of
Regulation S-K.
                Please revise Lindsay Jones   s, Steven Johnson   s and Riley
Russell   s biographies to
              comply with Item 401(e)(1) of Regulation S-K.
                Refer to the disclosure on page 233. Please revise to describe
the terms of the new
              registration rights agreement and the parties thereto.
57.      In proposal three, you say the reasons for the proposal are discussed
under proposal four.
         Tell us where those reasons are discussed. Also revise your disclosure
for both proposal
         three and four to describe the effects of each proposal and the
related risks.
        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.
 Humphrey P. Polanen
Deep Medicine Acquisition Corp.
August 25, 2023
Page 14




       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,
FirstName LastNameHumphrey P. Polanen
                                                          Division of
Corporation Finance
Comapany NameDeep Medicine Acquisition Corp.
                                                          Office of
Manufacturing
August 25, 2023 Page 14
cc:       Lijia Sanchez
FirstName LastName