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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 11, 2023
DEEP
MEDICINE ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40970 |
|
85-3269086 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
595
Madison Avenue, 12th Floor
New
York, NY
(Address
of principal executive offices)
10017
(Zip
Code)
Registrant’s
telephone number, including area code: (917) 289-2776
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock, par value $0.0001 per share |
|
DMAQ |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Rights,
each exchangeable into one-tenth of one share of Class A Common Stock |
|
DMAQR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
July 11, 2023, Deep Medicine Acquisition Corp. (the “Company”) and Bright Vision Sponsor LLC (the “Sponsor”),
the sponsor of the Company, entered into certain non-redemption agreements (“Non-Redemption Agreement”) with
certain unaffiliated third parties in exchange for such third parties agreeing not to redeem (or shall use commercially reasonable
efforts to request that the Company’s transfer agent reverse any previously submitted redemption demand) certain shares of
Class A common stock of the Company (“Class A Common Stock”) initially sold as part of the units in the Company’s
initial public offering (“Non-Redeemed Shares”) in connection with the special meeting called by the Company (the “Special
Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension
Proposal”) from July 29, 2023 to January 29, 2024 (the “Extension”). In exchange for the foregoing commitments not
to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third parties certain shares of Class A Common
Stock (the “Founder Shares”) held by the Sponsor immediately following consummation of an initial business combination
if they continue to hold such Non-Redeemed Shares through the Special Meeting. Such Founder Shares had been issued to the Sponsor
upon conversion of the Class B common stock of the Company held by the Sponsor. In addition, the Company has agreed that, to mitigate
the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, funds held in the Company’s trust
account (the “Trust Account”), including any interest thereon, will not be used to pay for any excise tax liabilities with
respect to any future redemptions prior to or in connection with the Extension, an initial business combination, or liquidation of the
Company. Until the earlier of (a) the consummation of the Company’s initial business combination; and (b) the liquidation of
the Trust Account, the Company will maintain the investment of funds held in the Trust Account in interest-bearing United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, or maintain such funds
in cash in an interest-bearing demand deposit account at a bank. It is estimated that as of July 29, 2023, the pro rata portion of
the funds available in the Trust Account for the redemption of public shares will be approximately $11.45 per share (which may be adjusted
prior to redemptions for future deductions, tax withholdings and accrued interest).
As
of the date of this report, the Company and the Sponsor have entered into Non-Redemption Agreements with two unaffiliated
third parties with respect to a maximum aggregate of 22,606 Non-Redeemed Shares, and the Sponsor
has agreed to transfer a maximum aggregate of 8,138 Founder Shares pursuant to the Non-Redemption Agreements.
The
Company and the Sponsor expect to enter into additional Non-Redemption Agreements prior to the Special Meeting. The Non-Redemption Agreements
are not expected to increase the likelihood that the Extension Proposal is approved by Company stockholders but are expected to increase
the amount of funds that remain in the Company’s Trust Account following the Special Meeting. The foregoing summary of the Non-Redemption
Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement and
Assignment of Economic Interest filed herein as Exhibit 10.1 and incorporated herein by reference.
Stockholders
may withdraw redemptions at any time on or before 5:00 PM ET on July 13, 2023 with respect to the Extension. Stockholders may request
to withdraw their redemption by contacting the Company’s transfer agent, American Stock Transfer & Trust Company, at 6201 15th
Avenue Brooklyn, NY 11219, Attn: SPAC Support Team (e-mail: spacsupport@astfinancial.com).
As
of the close of business on July 11, 2023, the Company has received redemption requests in connection with the Extension with
respect to 465,446 shares of Class A Common Stock, with 4,147,964 shares of Class A Common Stock (among which 364,764 shares of Class A Common Stock were initially
sold as part of the units in the Company’s initial public offering) remained
non-redeemed.
Participants
in the Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s stockholders in respect of the Extension. Information regarding the Company’s directors and executive officers
is available in its annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”). Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained
in the Proxy Statement (defined below).
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Additional
Information
The
Company has filed with the SEC definitive proxy statement for the Special Meeting (the “Proxy Statement”) to consider and
vote upon the Extension and other matters and, beginning on or about June 23, 2023, mailed the Proxy Statement and other relevant documents
to its stockholders as of the June 6, 2023 record date for the Special Meeting. The Company’s stockholders and other interested
persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection
with the Company’s solicitation of proxies for the Special Meeting because these documents will contain important information about
the Company, the Extension and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant
documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by
directing a request to Advantage Proxy, Inc. at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) may include, and oral statements made from time to time by representatives of the
Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing
thereof, and related matters, as well as all other statements other than statements of historical fact included in this Report are forward-looking
statements. When used in this Report, words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions,
as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results
could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s
filings with the SEC. There can be no assurance that the Company will enter into a definitive agreement with respect to the Proposed
Transaction, or, if entered into, there is no certainty of the terms that will be contained in such definitive agreement or the completion
of the Proposed Transaction. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond
the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus
for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
DEEP
MEDICINE ACQUISITION CORP. |
|
|
|
By: |
/s/
Humphrey P. Polanen |
|
Name: |
Humphrey
P. Polanen |
|
Title: |
Chief
Executive Officer |
Dated:
July 12, 2023
Exhibit
10.1
NON-REDEMPTION
AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
This
Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of ___________, 2023
by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), Bright Vision Sponsor LLC, a
Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”).
RECITALS
WHEREAS,
the Sponsor currently holds 3,021,958 shares (the “Founder Shares”) of the Company’s Class A common stock, par
value $0.0001 per share (“Class A Common Stock”);
WHEREAS,
the Company expects to hold a special meeting of stockholders (the “Meeting”) for the purpose of approving, among
other things, an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”)
to extend the date by which the Company must consummate an initial business combination (the “Initial Business Combination”)
for six additional months until January 29, 2024 (the “Extension”);
WHEREAS,
the Charter provides that a stockholder of the Company may redeem its shares of Class A Common Stock initially sold as part of the units
in the Company’s initial public offering (whether they were purchased in the Company’s initial public offering or thereafter
in the open market) (the “Public Shares,” together with all the other issued and outstanding shares of Class A Common
Stock, the “Common Shares”) in connection with the Charter amendment, on the terms set forth in the Charter (“Redemption
Rights”);
WHEREAS,
subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from
the Sponsor, that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned
Securities”), to be transferred to Investor in connection with the Company’s completion of its Initial Business Combination,
and, prior to the transfer of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned
Securities to Investor.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Investor and the Sponsor hereby agree as follows:
|
1.1. |
Upon
the terms and subject to the conditions of this Agreement, the Sponsor agrees that if (a) Investor either (i) does not exercise its
Redemption Rights with respect to such Investor Shares (as defined below) in connection with the Meeting or (ii) uses commercially
reasonable efforts to request that the Company’s transfer agent reverse any previously submitted redemption demand for the
Investor Shares in connection with the Meeting, and (b) the Extension is approved at the Meeting and is effected by the Company’s
filing with Secretary of the State of Delaware of an amendment to the Charter, then the Sponsor hereby agrees to assign to Investor
for no additional consideration, the Assigned Securities set forth on Exhibit A, and the Sponsor agrees to assign to Investor,
the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor has agreed to assign to Investor.
“Investor Shares” shall mean the aggregate of the lesser of (a) 9.9% of the Common
Shares and (b) the number of Investor Shares as set forth on Exhibit A, that are not to
be redeemed, including those subject to non-redemption agreements with all the other stockholders of the Company similar to
this Agreement as of _______, 2023, including this Agreement with Investor. The Sponsor and the Company will assign to the Investor
thirty-six Founder Shares for every one hundred Investor Shares non-redeemed (rounded down, with no fractional Founder Shares to
be assigned), subject to this Agreement and set forth on Exhibit A. The Sponsor and the Company agree to publicly file a Redemption
Notice (as defined below) no later than 9:00 a.m. Eastern Time on the business day prior to the date of the Meeting (or such earlier
time as necessary to allow Stockholder the reasonable opportunity to reverse any previously submitted redemption demand in connection
with the Meeting).
The
“Redemption Notice” is a Current Report on Form 8-K under the Exchange Act that provides (i) the number of unaffiliated
parties with whom the Company has entered non-redemption agreements in connection with the Meeting; and (ii) the maximum aggregate
number of shares of Class A Common Stock that such unaffiliated parties have agreed either not to request redemption in connection
with the Extension or to use commercially reasonable efforts to request that the Company’s transfer agent reverse any previously
submitted redemption demand in connection with the Meeting. |
|
1.2. |
The
Sponsor and Investor hereby agree that the assignment of the Assigned Securities shall be subject to the conditions that (i) the
Initial Business Combination is consummated; and (ii) Investor (or its permitted transferees (as described in the Letter
Agreement (the “Permitted Transferee”)) executes a joinder to that certain Letter Agreement, dated October 26, 2021 (as
it exists on the date hereof, the “Letter Agreement”), by and among the Company, the Sponsor, officers and
directors of the Company, and the other stockholders of the Company signatory thereto, as described in Section 1.8 hereof. Upon the
satisfaction of the foregoing conditions, as applicable, the Sponsor shall promptly transfer the Assigned Securities to Investor (or
its Permitted Transferees). The Sponsor covenants and agrees to facilitate such transfer to Investor (or its Permitted Transferees)
in accordance with the foregoing. |
|
1.3. |
Adjustment
to Share Amounts. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination,
split or reclassification of the Common Shares or other similar event, then, as of the effective date of such consolidation, combination,
split, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion to such
increase or decrease in the number of Common Shares. |
|
1.4. |
Merger
or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger
involving the Company in which any of its Common Shares is converted into or exchanged for securities, cash or other property, then,
following any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of the Common Shares, the
Sponsor shall transfer, with respect to each Founder Share to be transferred hereunder, upon the Sponsor’s receipt thereof,
the kind and amount of securities, cash or other property into which such Assigned Securities converted or exchanged. |
|
1.5. |
Forfeitures,
Transfers, etc. Investor shall not be required to forfeit or transfer the Assigned Securities. Investor acknowledges that, pursuant
to the Limited Liability Company Operating Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”),
prior to the Initial Business Combination, the managing member of the Sponsor (the “Manager”) has the authority
to subject the Founder Shares to forfeitures, transfers, exchanges, earn-outs or other restrictions, or amend the terms under which
the Founder Shares were issued or any restrictions or other provisions relating to the Founder Shares set forth in the instruments
establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the
Founder Shares, and that the Manager is authorized to effectuate such forfeitures, transfers, exchanges, restrictions, earn-outs,
amendments or arrangements, in such amounts and pursuant to such terms as the Manager determines in his or her sole and absolute
discretion for any reason. Sponsor acknowledges and agrees that any such forfeitures, transfers, exchanges, earn-outs, restrictions,
amendments or arrangements shall apply only to the Founder Shares other than the Assigned Securities, and the terms and conditions
applicable to the Assigned Securities shall not be changed as a result of any such forfeitures, transfers, exchanges, earn-outs,
restrictions, amendments or arrangements. |
|
1.6. |
Delivery
of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder, the Sponsor shall deliver the Assigned
Securities to Investor by transfer of book-entry shares effected through the Company’s transfer agent. The parties to this
Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or
appropriate to carry out the purposes and intent of this Agreement. |
|
1.7. |
Assignment
of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor under this Agreement, the Sponsor hereby
assigns all of its rights, duties and obligations to Investor with respect to the Assigned Securities under that certain Registration
Rights Agreement, dated October 26, 2021 (as it exists on the date of the Agreement, the “Registration Rights Agreement”),
by and among the Company, the Sponsor, and the other stockholders of the Company signatory thereto, and hereby represents and confirms
to Investor that, upon Investor’s receipt of the Assigned Securities, (i) Investor shall be a “Holder” under the
Registration Rights Agreement and (ii) the Assigned Securities shall be “Registrable Securities” under the Registration
Rights Agreement. The Sponsor shall provide written notice to the Company of such assignment in accordance with the Registration
Rights Agreement. Investor shall provide to the Company a written agreement in accordance with the Registration Rights Agreement
agreeing to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect
to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. |
|
1.8. |
Joinder
to Letter Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor shall execute a joinder
to the Letter Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant
to which Investor shall agree with the Company to be bound solely by Section 7 of the Letter Agreement solely with respect to the
Assigned Securities and by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with
respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. |
|
1.9. |
Termination.
This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the failure of the Company’s
stockholders to approve the Extension at the Meeting, or the determination of the Company not to proceed to effect the Extension,
(b) the fulfillment of all obligations of parties hereto, (c) the liquidation or dissolution of the Company, (d) the mutual written
agreement of the parties hereto, or (e) if Investor exercises its Redemption Rights with respect to any Investor Shares in connection
with the Meeting and such Redemption Rights are not withdrawn by the date of the Meeting. Notwithstanding any provision in this Agreement
to the contrary, the Sponsor’s obligation to transfer the Assigned Securities to Investor shall be conditioned on (i) the satisfaction
of the conditions set forth in Section 1.2 and (ii) Investor not exercising its Redemption Rights with respect to such Investor Shares
in connection with the Meeting. |
2. |
Assignment
of Economic Interest. |
|
2.1. |
Upon
satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title
and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”),
subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends
and other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities
set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor. |
|
2.2. |
If
at any time the number of Common Shares is increased or decreased by a consolidation, combination, split or reclassification or other
similar event, then, as of the effective date of such consolidation, combination, split, reclassification or similar event, the number
of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in the number of Common Shares. |
|
2.3. |
Investor
acknowledges and agrees that it is not a member of the Sponsor, it has no right to vote on matters of the Sponsor as a result of
the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Founder
Shares prior to transfer of any such shares to Investor pursuant to this Agreement. |
|
2.4. |
Investor
acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions
paid in Common Shares or other non-cash property that is subject to the transfer restrictions and/or the lockup period set forth
in Section 7 of the Letter Agreement, the Sponsor shall transfer all of its right, title and interest in such dividends or distributions
concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1. |
|
2.5. |
If
the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor
shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration. |
3. |
Representations
and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that: |
|
3.1. |
No
Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Assigned Securities. |
|
3.2. |
Accredited
Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made
in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act
and similar exemptions under state law. |
|
3.3. |
Intent.
Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s own account (and/or for the
account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the
Securities Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity except as may
be permitted hereunder. |
|
3.4. |
Restrictions
on Transfer; Trust Account; Redemption Rights. |
|
3.4.1. |
Investor
acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer to Investor
may continue to be, subject to the transfer restrictions and certain other restrictions as set forth in the Letter Agreement, provided
that if a portion of Founder Shares are released from such restrictions, such release shall apply pro rata to all holders of Founder
Shares. |
|
3.4.2. |
Investor
waives any right in connection with the Extension that it may have to elect to have the Company redeem any Investor Shares, and agrees
not to redeem or otherwise exercise any right to redeem the Investor Shares and to reverse and revoke any prior redemption elections
made with respect to the Investor Shares in connection with the Extension. For the avoidance of doubt, nothing in this Agreement
is intended to restrict or prohibit Investor’s ability to redeem any Public Shares (other than the Investor Shares in connection
with the Extension), or to trade or redeem any Public Shares (other than the Investor Shares in connection with the Extension) in
its discretion and at any time or to trade or redeem any Investor Shares in its discretion and at any time after July 13, 2023. |
|
3.4.3. |
Investor
acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in the United
States within the meaning of the Securities Act and have not been registered under the Securities Act. The Investor acknowledges
and agrees that the Assigned Securities may not be offered, resold, transferred or otherwise disposed of by the Investor absent an
effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) except (i)
to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act, (iii) pursuant to another applicable exemption from the registration
requirements of the Securities Act or (iv) for the avoidance of doubt, pursuant to bona fide pledge arrangements and, in each
case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions. Investor
agrees that, if any transfer of the Assigned Securities or any interest therein is proposed to be made, as a condition precedent
to any such transfer, Investor may be required to deliver to the Company an opinion of counsel satisfactory to the Company that registration
is not required with respect to the Assigned Securities to be transferred. Absent registration or another available exemption from
registration, Investor agrees it will not transfer the Assigned Securities. |
|
3.5. |
Voting.
Investor agrees that it will and will cause its controlled affiliates to vote (or cause to be voted) or execute and deliver a written
consent (or cause a written consent to be executed and delivered) for all of the Common Shares owned, as of the applicable record
date, by any of them at the Meeting in favor of the Extension and cause all such shares to be counted as present at the Meeting for
purposes of establishing a quorum. |
|
3.6. |
Sophisticated
Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the
Assigned Securities. |
|
3.7. |
Risk
of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial risks.
Investor is cognizant of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreement, the Sponsor LLC Agreement and the Letter Agreement pertaining to transferability. Investor
is able to bear the economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain
a complete loss of such investment. |
|
3.8. |
Independent
Investigation. Investor has relied upon an independent investigation of the Company and has not relied upon any information or
representations made by any third parties or upon any oral or written representations or assurances, express or implied, from the
Sponsor or any representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar with the
business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from
the Company’s management concerning the Company and the terms and conditions of the proposed sale of the Assigned Securities
and has had full access to such other information concerning the Company as Investor has requested. Investor confirms that all documents
that it has requested have been made available and that Investor has been supplied with all of the additional information concerning
this investment which Investor has requested. |
|
3.9. |
Organization
and Authority. If any entity, Investor is duly organized and existing under the laws of the jurisdiction in which it was organized
and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement and perform all
the obligations required to be performed by Investor hereunder. |
|
3.10. |
Non-U.S.
Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition
of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition,
holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial
ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction. |
|
3.11. |
Authority.
This Agreement has been validly authorized, executed and delivered by Investor and is a valid and binding agreement enforceable in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy. |
|
3.12. |
No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii) any agreement
or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or any order,
judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be expected to prevent
Investor from fulfilling its obligations under this Agreement. |
|
3.13. |
No
Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement,
the Sponsor LLC Agreement and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors.
Except for any statements or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such
counsel and advisors and not on any statements or representations, express or implied, of the Sponsor or any of its representatives
or agents for any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment,
the Sponsor, the Company, the Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction. |
|
3.14. |
Reliance
on Representations and Warranties. Investor understands that the Assigned Securities are being offered and sold to Investor in
reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions. |
|
3.15. |
No
General Solicitation. Investor is not subscribing for Assigned Securities as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising. |
|
3.16. |
Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection with the
acquisition of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission. |
4. |
Representations
and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that: |
|
4.1. |
Power
and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing as a limited
liability company under the laws of the State of Delaware and possesses all requisite limited liability company power and authority
to enter into this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder, including the
assignment, sale and transfer the Assigned Securities. |
|
4.2. |
Authority.
All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken. This
Agreement has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor)
constitutes the Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy. |
|
4.3. |
Title
to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Assigned Securities
and will, immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the Assigned
Securities, in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options,
voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions
that apply to the Founder Shares generally and applicable securities laws). The Assigned Securities to be transferred, when transferred
to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances,
agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions
and other terms and conditions that apply to the Founder Shares generally, under the Letter Agreement and applicable securities laws). |
|
4.4. |
No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the certificate of formation or the Sponsor LLC
Agreement, (ii) any agreement or instrument to which the Sponsor is a party or by which it is bound (including the Letter Agreement
and the Sponsor LLC Agreement) or (iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment
or decree to which the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or transfer the Assigned Securities in accordance with
the terms hereof. |
|
4.5. |
No
General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation or general advertising
within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting
whose attendees have been invited by any general solicitation or general advertising. |
|
4.6. |
Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection with the
sale of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission. |
|
4.7. |
Transfer
Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of its Founder Shares representing the
economic benefit of the Assigned Securities other than any transfer pursuant to the Sponsor LLC Agreement in connection with an Initial
Business Combination, this Agreement and any agreements similar to this Agreement. |
|
4.8. |
Reliance
on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon the truth and accuracy
of the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in this Agreement. |
5. |
Trust
Account. Until the earlier of (a) the consummation of the Company’s Initial Business Combination; and (b) the liquidation
of the trust account into which the proceeds from the Company’s initial public offering are deposited (“Trust Account”),
the Company will maintain the investment of funds held in the Trust Account in interest-bearing United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, or maintain such funds
in cash in an interest-bearing demand deposit account at a bank. The Company further confirms that, in order to mitigate the current
uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, funds held in the Trust Account, including any
interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions prior to or in connection
with the Extension, an Initial Business Combination or liquidation of the Company. |
6. |
Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to
a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect
to any suit, action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction
of the United States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough
of Manhattan, State of New York, which submission shall be exclusive. |
7. |
Assignment;
Entire Agreement; Amendment. |
|
7.1. |
Assignment.
Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either the Sponsor or Investor
to any person that is not an affiliate of such party shall require the prior written consent of the other party. |
|
7.2. |
Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. |
|
7.3. |
Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought, except for an automatic amendment pursuant to Section 14. |
|
7.4. |
Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns. |
8. |
Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and sent by electronic mail or sent by courier (which for all purposes of this Agreement shall include Federal Express or another
recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein
or such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been
received, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by mail, then three days after
deposit in the mail. If given by electronic mail, such notice shall be deemed to be delivered when sent to an electronic mail address
at which the party has provided to receive notice. |
9. |
Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including
any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall
be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
10. |
Survival;
Severability |
|
10.1. |
Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated
hereby. |
|
10.2. |
Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party. |
11. |
Headings.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement. |
12. |
Disclosure;
Waiver. The Company shall, as soon as practicable, but in no event later than four business days after execution of this Agreement,
issue one or more press releases or file with the United States Securities and Exchange Commission (collectively, the “Disclosure
Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated
hereby and any other material, nonpublic information that the Company has provided to Investor at any time prior to the filing of
the Disclosure Document. The Investor agrees that the Sponsor may publicly disclose the name of Investor in the Disclosure Document
only to the extent as required by law. The Disclosure Document shall also provide that until the earlier of (a) the consummation
of the Company’s Initial Business Combination (b) the liquidation of the Trust Account; and (c) 24 months from consummation
of the Company’s initial public offering, the Company will maintain the investment of funds held in the Trust Account in interest-bearing
United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having
a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury
obligations. Such Disclosure Document shall further provide that the Company will not utilize any funds from its Trust Account to
pay any potential excise taxes that may become due upon a redemption of the Public Shares, including in connection with a liquidation
of the Company if it does not effect an Initial Business Combination prior to its termination date. Upon the issuance of the Disclosure
Document, to the Company’s knowledge, Investor shall not be in possession of any material, nonpublic information received from
the Company or any of its officers, directors or employees. |
13. |
Independent
Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed
to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters,
and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert
any such claim, with respect to such obligations or the transactions contemplated by this Agreement. |
14. |
Most
Favored Nation. In the event the Sponsor enters one or more other non-redemption agreements before or after the execution of
this Agreement in connection with the Meeting, the Sponsor represents that the terms of such other agreements are not materially
more favorable to such other investors thereunder than the terms of this Agreement are in respect of the Investor. To avoid doubt,
the Sponsor acknowledges and agrees that a ratio of Assigned Shares to Investor Shares in any other non-redemption agreements in
connection with the Meeting that is more favorable to such other investors thereunder than the ratio in this Agreement is to the
Investor would be materially more favorable to such other investors. In the event that another investor is afforded any such more
favorable ratio pursuant to such non-redemption agreement than the Investor, the Sponsor shall inform the Investor of such more favorable
terms in writing within one (1) business day, and the Investor shall have the right to elect to have such more favorable terms included
herein, in which case this Agreement shall automatically be amended to effect the same. |
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
|
INVESTOR |
|
|
|
|
By: |
|
|
Name:
|
|
|
Title: |
|
[Signature
Page to Non-Redemption Agreement]
|
SPONSOR: |
|
|
|
BRIGHT
VISION SPONSOR LLC |
|
|
|
|
By: |
|
|
Name:
|
|
|
Title:
|
|
|
|
|
THE
COMPANY: |
|
|
|
DEEP
MEDICINE ACQUISITION CORP. |
|
|
|
|
By: |
|
|
Name: |
|
|
Title:
|
|
[Signature
Page to Non-Redemption Agreement]
EXHIBIT
A
Investor |
|
Investor Shares
not to be Redeemed |
|
Founder
Shares to be Transferred / Economic Interest Assigned |
|
|
|
|
|
Address:
|
|
___________
|
|
___________
|
|
|
|
|
|
SSN/EIN: ______________ |
|
|
|
|
EXHIBIT
B
FORM
OF JOINDER
TO
LETTER
AGREEMENT
AND
REGISTRATION
RIGHTS AGREEMENT
_________,
202__
Reference
is made to that certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of ___________, 2023 (the “Agreement”),
by and between ________________ (“Investor”) and Bright Vision Sponsor LLC (the “Sponsor”), pursuant
to which Investor acquired securities of Deep Medicine Acquisition Corp. (the “Company”) from the Sponsor. Capitalized
terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
By
executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that
certain Letter Agreement, dated October 26, 2021 (as it exists on the date of the Agreement, the “Letter Agreement”),
by and among the Company, the Sponsor, officers and directors of the Company, and the other stockholders of the Company signatory thereto,
solely with respect to Section 7 of the Letter Agreement, and shall be bound by, and shall be subject to the restrictions set forth under
the terms and provisions of such section of the Letter Agreement as an Insider (as defined therein) solely with respect to its Assigned
Securities; and (ii) shall become a party to that certain Registration Rights Agreement, dated October 26, 2021 (as it exists on the
date of the Agreement, the “Registration Rights Agreement”), by and among the Company, the Sponsor, and the other
stockholders of the Company signatory thereto, and shall be bound by the terms and provisions of the Registration Rights Agreement as
a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities
(together with any other equity security of the Company issued or issuable with respect to any such Assigned Securities by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization) shall
be “Registrable Securities” thereunder.
For
the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the
extent applicable to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and
among Investor and the other stockholders of the Company signatory thereto.
This
joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together
shall constitute one instrument.
|
INVESTOR |
|
|
|
|
By: |
|
|
Name:
|
|
|
Title:
|
|
ACKNOWLEDGED
AND AGREED: |
|
|
|
DEEP
MEDICINE ACQUISITION CORP. |
|
|
|
|
By: |
|
|
Name:
|
|
|
Title: |
|
|
v3.23.2
Cover
|
Jul. 11, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 11, 2023
|
Entity File Number |
001-40970
|
Entity Registrant Name |
DEEP
MEDICINE ACQUISITION CORP.
|
Entity Central Index Key |
0001857086
|
Entity Tax Identification Number |
85-3269086
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
595
Madison Avenue
|
Entity Address, Address Line Two |
12th Floor
|
Entity Address, City or Town |
New
York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10017
|
City Area Code |
(917)
|
Local Phone Number |
289-2776
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Entity Information, Former Legal or Registered Name |
Not
Applicable
|
Class A Common Stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Class
A Common Stock, par value $0.0001 per share
|
Trading Symbol |
DMAQ
|
Security Exchange Name |
NASDAQ
|
Rights, each exchangeable into one-tenth of one share of Class A Common Stock |
|
Title of 12(b) Security |
Rights,
each exchangeable into one-tenth of one share of Class A Common Stock
|
Trading Symbol |
DMAQR
|
Security Exchange Name |
NASDAQ
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Deep Medicine Acquisition (NASDAQ:DMAQ)
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