Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 15, 2023, Deep Medicine Acquisition Corp., a Delaware corporation (the "Company") received approval (the "Approval") from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market (the "Nasdaq") that the Company's application to transfer the listing of its Class A common stock and rights from the Nasdaq Global Market to the Nasdaq Capital Market has been approved. The Class A common stock and rights will be transferred to the Nasdaq Capital Market at the opening of business on February 17, 2023. The Company's Class A common stock and rights will continue to trade under the symbol "DMAQ" and "DMAQR," respectively. The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq's corporate governance requirements.

As previously disclosed, the Company received a letter from Nasdaq on January 22, 2023 indicating that the Company, following the stockholder redemptions at its last stockholder meeting, is not in compliance with Listing Rule 5450(b)(2), due to the Company's failure to meet the minimum 1,100,000 publicly held shares requirement for continued listing on the Nasdaq Global Market. Upon the transfer of listing of the Company's securities on the Nasdaq Capital Market on February 17, 2023, such deficiency would be resolved.

On February 16, 2023, the Company issued a press release announcing its listing transfer to the Nasdaq Capital Market, which is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description of Exhibit

99.1            Press release dated February 16, 2023.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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