Current Report Filing (8-k)
December 23 2022 - 4:59PM
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2022-12-23
2022-12-23
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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): December 23, 2022
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 23, 2022, Deep Medicine Acquisition Corp. (the “Company”) filed an amendment to the Company’s Second
Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendments”).
The Charter Amendments (i) extend the date by which the Company must consummate its initial business combination from January 29, 2023
to July 29, 2023, or such earlier date as determined by the Company’s board of directors and (ii) provide for the right of a holder
of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing
of an initial business combination.
The
foregoing description is qualified in its entirety by reference to the Charter Amendments, a copy of which is attached as Exhibit 3.1
hereto and is incorporated by reference herein.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”).
At the Meeting, the Company’s stockholders approved the Charter Amendments to (i) extend the date by which the Company must consummate
its initial business combination from January 29, 2023 to July 29, 2023, or such earlier date as determined by the Company’s board
of directors (the “Extension Amendment Proposal”) and (ii) provide for the right of a holder of Class B common stock
of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial business
combination (the “Founder Share Amendment Proposal”).
The
final voting results for the Extension Amendment Proposal were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 12,906,590 |
|
3 |
|
0 |
|
0 |
The
final voting results for the Founder Share Amendment Proposal were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
12,906,590 |
|
3 |
|
0 |
|
0 |
The
Company’s stockholders also re-elected each of Tina Spires, HongLiang Ren, and John Chiang as Class I directors of the Board until
the annual meeting of the Company to be held in 2024 or until their successors are appointed and qualified (the “Director Election
Proposal”).
The
final voting results for the Director Election Proposal were as follows:
| | |
For | | |
Withhold | |
| Tina
Spires | |
| 11,593,238 | | |
| 1,313,355 | |
| HongLiang
Ren | |
| 11,254,780 | | |
| 1,651,813 | |
| John
Chiang | |
| 12,906,590 | | |
| 3 | |
Stockholders
holding 11,819,790 shares of the Company’s Class A common stock (“Public Shares”) exercised their right to redeem
such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $121,034,649.60 million
(approximately $10.24 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the
Company will have 830,210 Public Shares outstanding.
Stockholders holding all of
the issued and outstanding Class B common stock of the Company elected to convert their Class B common stock into Class A common stock
of the Company on a one-for-one basis. As a result, 3,162,500 shares of Class B common stock of the Company will be cancelled, and 3,162,500
shares of Class A Common Stock will be issued to such converting Class B stockholders.
Item
9.01 Financial Statements and Exhibits.
| (d) |
Exhibits.
The following exhibits are filed with this Form 8-K: |
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:
December 23, 2022
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