As filed with the U.S. Securities and Exchange Commission on October 26, 2021.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Deep Medicine Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		6770		85-3269086
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

595 Madison Avenue, 12th Floor

New York, NY 10017

Telephone: (917) 289-2776

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Humphrey P. Polanen

Chief Executive Officer

595 Madison Avenue, 12th Floor

New York, NY 10017

Telephone: (917) 289-2776

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Barry Grossman, Esq.
Lijia Sanchez, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Telephone (212) 370-1300

Ralph De Martino, Esq.

Cavas Pavri, Esq.

Schiff Hardin

901 K Street NW, Suite 700

Washington, DC 20001

Telephone: (202) 778-6400

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-259500

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

	Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
	Smaller reporting company ☒	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one right ⁽²⁾	1,150,000 Units	$	10.00	$	11,500,000	$	1,066.05
Shares of Class A common stock included as part of the units⁽³⁾	1,150,000 Shares		—		—		—	⁽⁴⁾
Rights included as part of the units ⁽³⁾	1,150,000 Rights
Shares underlying rights included as part of units ⁽³⁾	115,000 Shares		—		—		—	⁽⁴⁾
Representative’s Warrants ⁽³⁾	57,500 Warrants	$	12.00	$	690,000	$	63.96
Representative’s Shares ⁽³⁾	9,200 Shares	$	10.00	$	92,000	$	8.53
Total				$	12,282,000	$	1,138.54	⁽⁵⁾

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-259500).

(3)

Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

No fee pursuant to Rule 457(g) under the Securities Act.

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $122,820,000 on its Registration Statement on Form S-1, as amended (File No. 333-259500), which was declared effective by the Securities and Exchange Commission on October 26, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $12,282,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Deep Medicine Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-259500) (the “Prior Registration Statement”), initially filed by the Registrant on September 13, 2021 and declared effective by the Securities and Exchange Commission on October 26, 2021. This Registration Statement covers the registration of an additional 1,150,000 of the Registrant’s units, each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one right entitling the holder thereof to receive one-tenth (1/10) of one share of the Registrant’s Class A common stock, additional 57,500 representative's warrants and additional 9,200 representative's shares. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of October 27, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than October 27, 2021.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-259500) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Ellenoff Grossman & Schole LLP.

23.1		Consent of Malone Bailey LLP.

23.2		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 26th day of October, 2021.

	Deep Medicine Acquisition Corp.

	By:	/s/ Humphrey P. Polanen
		Humphrey P. Polanen
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on October 26, 2021.

Name		Position

/s/ Humphrey P. Polanen		Chief Executive Officer and Chairman of the Board
Humphrey P. Polanen		(Principal Executive Officer)

/s/ Weixuan Luo		Chief Financial Officer
Weixuan Luo		(Principal Financial and Accounting Officer)

/s/ Ronald M. Razmi		Director
Ronald M. Razmi, MD

/s/ Tina Spires		Director
Tina Spires

/s/ HongLiang Ren		Director
HongLiang Ren
/s/ Bryant E. Fong		Director
Bryant E. Fong

/s/ Marc A. Hamer		Director
Marc A. Hamer

/s/ Wanlei Miao		Director
Wanlei Miao