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): October 26, 2021
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 10017
(Address of principal executive offices, including 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 |
| | | | | |
| Units, each consisting of one share of Class A Common Stock and one Right | | DMAQU | | The Nasdaq Stock Market LLC |
| | | | | |
| 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 October 29, 2021, Deep Medicine Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 12,650,000 units (the “Units”), which included 1,650,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one right to receive one-tenth of one share of Class A Common Stock upon the consummation of the Company’s initial business combination (“Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $126,500,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements on Form S-1 (File Nos. 333-259500 and 333-260515) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 13, 2021 and on October 26, 2021, respectively (as amended, the “Registration Statements”):
| | ● | An Underwriting Agreement (the “Underwriting Agreement”), dated October 26, 2021, by and between the Company and I-Bankers Securities, Inc. (“I-Bankers”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| | | |
| | ● | A Business Combination Marketing Agreement, dated October 26, 2021, by and between the Company and I-Bankers, a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. |
| | ● | A Rights Agreement, dated October 26, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC (“AST”), as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| | ● | A Letter Agreement, dated October 26, 2021, by and among the Company, its officers, its directors, the Company’s sponsor, Bright Vision Sponsor LLC (the “Sponsor”), and I-Bankers, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| | ● | An Investment Management Trust Agreement, dated October 26, 2021, by and between the Company and AST, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| | ● | A Registration Rights Agreement, dated October 26, 2021, by and among the Company and certain securities holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| | ● | A Private Placement Units Purchase Agreement, dated October 26, 2021 (the “Unit Subscription Agreement”), by and among the Company, the Sponsor and I-Bankers, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
On October 29, 2020, the Company issued an aggregate of 101,200 shares of Class A Common Stock (the “Representative’s Shares”) to I-Bankers in connection with its services as the representative of the underwriters for the IPO and as a result of the full exercise of the over-allotment option. I-Bankers has agreed not to transfer, assign or sell any of Representative’s Shares until the completion of the Company’s initial business combination. In addition, I-Bankers has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the Registration Statements).
On October 29, 2020, the Company issued warrants to purchase 632,500 shares of Class A Common Stock, exercisable at $12.00 per share (the “Representative’s Warrants”), to I-Bankers in connection with its services as the representative of the underwriters for the IPO and as a result of the full exercise of the over-allotment option. The Representative’s Warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the Registration Statements and the closing of the Company’s initial business combination and terminating on the fifth anniversary of such effectiveness date. The Representative’s Warrants and such shares purchased pursuant to the Representative’s Warrants are subject
to a lock-up for a period of 180 days immediately following the commencement date of sales in the IPO. The Representative’s Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the commencement date of sales in the IPO with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the shares of Class A Common Stock issuable upon exercise of the Representative’s Warrants.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Unit Subscription Agreement, the Company completed the private sale of an aggregate of 519,500 units (the “Private Placement Units”) to the Sponsor and I-Bankers at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,195,000. The Private Placement Units are identical to the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statements. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On October 26, 2021, in connection with the IPO, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Second Amended and Restated Certificate of Incorporation are set forth in the Registration Statements and are incorporated herein by reference. A copy of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $127,765,000 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based trust account maintained by AST, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes obligations and up to $50,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial business combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if its extends the period of time to consummate a business combination, as described in more detail in the Registration Statements) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (c) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if it extends the period of time to consummate a business combination, as described in more detail in the Registration Statements), subject to applicable law.
As a result of the full exercise of the underwriters’ over-allotment option, none of the 3,162,500 shares of Class B common stock of the Company are subject to forfeiture.
On October 26, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On October 29, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated October 26, 2021, by and between the Company and I-Bankers Securities, Inc., as representative of the several underwriters. |
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| 1.2 | | Business Combination Marketing Agreement, dated October 26, 2021, by and between the Company and I-Bankers Securities, Inc. |
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| 3.1 | | Second Amended and Restated Certificate of Incorporation. |
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| 4.1 | | Rights Agreement, dated October 26, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. |
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| 10.1 | | Letter Agreement, dated October 26, 2021, by and among the Company, its officers, its directors, Bright Vision Sponsor LLC and I-Bankers Securities, Inc. |
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| 10.2 | | Investment Management Trust Agreement, dated October 26, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee. |
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| 10.3 | | Registration Rights Agreement, dated October 26, 2021, by and among the Company and certain securities holders. |
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| 10.4 | | Private Placement Units Purchase Agreement, dated October 26, 2021, by and among the Company, Bright Vision Sponsor LLC and I-Bankers Securities, Inc. |
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| 99.1 | | Press Release, dated October 26, 2021. |
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| 99.2 | | Press Release, dated October 29, 2021. |
SIGNATURE
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.
Dated: November 1, 2021
| | DEEP MEDICINE ACQUISITION CORP. |
| | |
| | By: | /s/ Humphrey P. Polanen |
| | | Humphrey P. Polanen |
| | | Chief Executive Officer |
