Item
1.01 Entry Into A Material Definitive Agreement
BUSINESS
COMBINATION AGREEMENT
This
section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof.
The Company’s stockholders, warrant holders, rights holders and other interested parties are urged to read such agreement in its
entirety. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement,
a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the
Business Combination Agreement.
General
Description of the Business Combination Agreement
On
July 12, 2022, Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), entered into a definitive
Business Combination Agreement (the “Business Combination Agreement”) with Chijet Inc., a Cayman Islands exempted
company (together with its subsidiaries, “Chijet”), each of the referenced holders of Chijet’s outstanding
shares (collectively, the “Sellers”), Chijet Motor Company, Inc., a Cayman Islands exempted company and wholly-owned
subsidiary of Chijet (“Pubco”), and Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned
subsidiary of Pubco (“Merger Sub”). Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy
Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles.
In addition, Chijet indirectly holds an over 64% interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”),
which manufactures and sells traditional fuel vehicles. The transactions contemplated by the Business Combination Agreement are referred
to herein as the “Business Combination”.
Subject
to its terms and conditions, the Business Combination Agreement provides that Company and Chijet will become wholly-owned
subsidiaries of Pubco, a newly formed holding company. Pursuant to the Business Combination Agreement, subject to the terms and conditions
set forth therein, at the closing of the Business Combination (the “Closing”), (a) Merger Sub will merge with
and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “Merger”),
and with holders of Company securities receiving substantially equivalent securities of Pubco, and (b) immediately prior to the Merger,
Pubco will acquire all of the issued and outstanding ordinary shares of Chijet (the “Purchased Shares”) from
the Sellers in exchange for ordinary shares of Pubco and Chijet shall surrender for no consideration its shares in Pubco, as described
below, with Chijet likewise becoming a wholly-owned subsidiary of Pubco (the “Share Exchange”).
Effect
of Merger on Company Securities
At
the effective time of the of the Business Combination (the “Effective Time”): (i) every issued and
outstanding share of Class A Common Stock, par value $0.0001 per share of the Company (“Common Stock”)
immediately prior to that Effective Time (other than treasury stock), will be exchanged for one ordinary share, par value $0.0001
per share, of Pubco (“Ordinary Share”), following which all shares of the Company’s Common Stock
will be canceled and will cease to exist; and (ii) each issued and outstanding right of the Company, entitling the registered holder
thereof to receive one-tenth (1/10th) of a share of the Company’s Class A Common Stock upon the consummation by the Company of
its initial business combination shall be issued equivalent shares of Common Stock of the Company, which shall be aggregated per
registered holder to the amount of full shares of Common Stock for which such holder is
eligible, and which shall be automatically converted into the number of Pubco Ordinary Shares that would have been received by the
holder thereof if such right had been automatically exercised immediately prior to the Effective Time in accordance with clause (i)
of this paragraph. In addition, (iii) each share of Class B Common Stock, par value
$0.0001 per share (“Class B Common Stock”) of the Company will be exchanged for one
Pubco Ordinary Share, and (iv) each privately placed warrant of the Company to acquire
Common Stock shall be exchanged for a substantially equivalent warrant to acquire Pubco Ordinary Shares, in each case pursuant to
the Company’s certificate of incorporation and the terms of these securities.
Exchange
Consideration
The
total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco’s Ordinary
Shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”)
equal to the product of (i) 0.851717 and (ii) $2,550,000,000 (the latter amount, subject to adjustment as described below, being the
“Valuation”), with each Pubco Ordinary Share to be issued to the Sellers valued at a price equal to the price
at which each share of Company’s Common Stock is redeemed pursuant to the redemption by the Company of its public stockholders
in connection with the Company’s initial business combination, as required by its certificate of incorporation, as amended (the
“Redemption”).
During
the sixty (60) day period following the date of the Business Combination Agreement (the “Due Diligence Period”),
the Company will undertake a due diligence review of Chijet, Pubco and their subsidiaries and their respective operations and complete
the Company’s determination of the Valuation (the “Revised Valuation”). If the Company determines, in
its reasonable discretion following consultation with its financial advisors, that the Revised Valuation is equal to or greater than
$2,295,000,000 (the “Minimum Valuation”), then the Exchange Consideration shall be based upon the initial
Valuation of $2,550,000,000. If the Company determines, in its reasonable discretion following consultation with its financial
advisors, that the Revised Valuation is less than the Minimum Valuation, then for a period of five (5) days following the Company’s
delivery of notice thereof (the “Negotiation Period”), the parties will reasonably cooperate to agree on a
revised amount of Exchange Consideration. If the parties do not agree during the Negotiation Period on a revised amount of Exchange Consideration,
the Company will have the option either to terminate the Business Combination Agreement (as further described below) or to proceed to
the Closing with the Exchange Consideration being based on the Minimum Valuation.
Representations
and Warranties
The
Business Combination Agreement contains a number of representations and warranties made by the Company, Chijet and Pubco as of the date
of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which
in certain cases are subject to specified exceptions and materiality, Material Adverse Effect, knowledge and other qualifications contained
in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination
Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any
specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or
otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries
on a timely basis to consummate the Business Combination, subject to certain customary exceptions.
In
the Business Combination Agreement, Chijet made certain customary representations and warranties to the Company and Pubco, including
among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority
and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization;
(4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance
with laws; (10) permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and tax returns; (15) real
property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental
matters; (21) transactions with affiliates; (22) insurance; (23) customers and suppliers; (24) business practices; (25) Investment Company
Act of 1940 (“Investment Company Act”); (26) finders and brokers; (27) information supplied and (28) independent
investigation. Additionally, Pubco made certain customary representations and warranties to the Company, Chijet and Sellers, with respect
to Pubco and Merger Sub, including representations and warranties related to the following: (1) corporate matters, including due organization,
existence and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement
and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) title and ownership of the
Pubco shares to be issued to the Sellers; (7) Pubco and Merger Sub activities; (8) SEC filings; (9) absence of certain changes; (10)
compliance with laws; (11) litigation, orders and permits; (12) taxes and tax returns; (13) employees and employee benefit plans; (14)
properties; (15) material contracts; (16) transactions with affiliates; (17) Investment Company Act and the Jumpstart Our Business Startups
Act of 2012 (“JOBS Act”); (18) business practices; (19) insurance; (20) finders and brokers; (21) information
supplied; and (22) independent investigation.
In
the Business Combination Agreement, the Company made certain customary representations and warranties to Chijet, Sellers and Pubco, including
among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority
and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental
approvals; (4) non-contravention; (5) capitalization; (6) SEC filings, financial statements and internal controls; (7) absence of certain
changes; (8) compliance with laws; (9) litigation, orders and permits; (10) taxes and tax returns; (11) employees and employee benefit
plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16)
finders and brokers; (17) business practices; (18) insurance; (19) information supplied; (20) independent investigation; and (21) trust
account.
In
the Business Combination Agreement, each Seller made customary representations and warranties to the Company and Pubco, including among
others, related to the following: (1) organization and good standing; (2) authority and binding effect relating to execution and delivery
of the Business Combination Agreement and other ancillary documents; (3) ownership of the Purchased Shares; (4) governmental approvals;
(5) non-contravention; (6) litigation; (7) investment representations; (8) finders and brokers; (9) information supplied; and (10) independent
investigation.
Covenants
of the Parties
Each
party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination
Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination
Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim
Period”), including, among others, covenants regarding: (1) the provision of access to their properties, books and personnel;
(2) the operation of their respective businesses in the ordinary course of business, in compliance with law, and using commercially reasonable
efforts to preserve their respective organizations, access to services of personnel and consultants, and material assets; (3) the Company’s
public filing obligations and Chijet’s obligation to deliver interim financial statements; (4) no solicitation of, or entering
into, any alternative competing transactions; (5) no insider trading; (6) notifications of certain breaches, consent requirements or
other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) further assurances; (9) public
announcements; (10) confidentiality; (11) indemnification of directors and officers after the Closing; (12) use of trust proceeds after
the Closing; and (13) efforts to conduct a private placement, backstop or redemption waiver arrangements, if sought.
The
Company agreed that its board of directors will not withhold, withdraw or modify its recommendation that the Company’s stockholders
vote in favor of the approval of the Business Combination Agreement and the Business Combination and other matters relating thereto unless
the Company’s board of directors determines in good faith, after consultation with its legal and financial advisors, that it is
required to do so in order to comply with its fiduciary duties under applicable law (and then only subject to certain requirements).
The
parties also agreed to take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist
of seven directors, a majority of which will be independent. Two directors (each one being an independent director) will be designated
by the Company prior to the Closing and four directors (at least two being independent directors) will be designated by Chijet prior
to the Closing. An additional independent director will be mutually agreed upon by the Company and Chijet prior to the Closing.
The
Company and Pubco also agreed to jointly prepare, and Pubco shall file with the Securities and Exchange Commission (“SEC”),
a registration statement on Form F-4 (as amended, the “Registration Statement”) in connection with the registration
under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance of securities of Pubco
to the holders of Company securities and containing a proxy statement/prospectus for the purpose of soliciting proxies from the stockholders
of the Company for the matters relating to the Business Combination to be acted on at the special meeting of the stockholders of the
Company and providing such stockholders with an opportunity to participate in the Redemption.
Chijet
further undertook to bear up to $500,000 of the Company’s costs incurred with respect to the engagement of advisors to the Company
in connection with the Company’s due diligence review of Chijet and its operations after the date of the Business Combination Agreement.
Survival
and Indemnification
None
of the representations and warranties of the parties to the Business Combination Agreement will survive the Closing, and no claim for
indemnification may be made with respect thereto.
None
of the covenants and agreements of the parties contained in the Business Combination Agreement will survive the Closing, except that
those covenants and agreements that by their terms apply or are contemplated to be performed in whole or in part after the Closing will
survive the Closing and continue until fully performed in accordance with their terms.
Conditions
to Closing
The
obligations of the parties to consummate the Business Combination are subject to various conditions, including the following mutual conditions
of the parties unless waived: (i) the approval of the Business Combination Agreement and the Business Combination, the adoption of Pubco’s
amended and restated memorandum and articles of association (if such a vote is required by federal securities laws), the adoption and
approval of a new equity incentive plan for Pubco, the appointment of the members of the Pubco’s post-Closing board of directors
and other related matters by the requisite vote of the Company’s stockholders; (ii) expiration of any waiting period under applicable
antitrust laws; (iii) receipt of all consents required to be obtained from governmental authorities; (iv) no law or order preventing
or prohibiting the Business Combination; (v) the Company having at least $5,000,001 in net tangible assets as of the Closing, after giving
effect to the completion of the Redemption and any private placement financing; (vi) the amendment by the shareholders of Pubco of Pubco’s
memorandum and articles of association in a form acceptable to Chijet and the Company; (vii) receipt by Chijet and the Company of evidence
reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer; (viii) the effectiveness of the Registration
Statement; (ix) the Exchange Shares shall have been approved for listing on Nasdaq, subject only to the official notice of issuance;
and (x) no pending litigation to enjoin or restrict the consummation of the Closing.
In
addition, unless waived by Chijet, the obligations of Chijet, Pubco, Merger Sub and the Sellers to consummate the Business Combination
are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:
(i) the representations and warranties of the Company being true and correct as of the date of the Business Combination Agreement and
as of the Closing (subject to materiality or Material Adverse Effect qualifications); (ii) the Company having performed in all material
respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement
required to be performed or complied the Company by it on or prior the date of the Closing; (iii) the absence of any Material Adverse
Effect with respect to the Company since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt
by Chijet and Pubco of the executed Amended and Restated Registration Rights Agreement by and among the Company, Pubco, the Sellers
and the other parties thereto (the “Amended and Restated Registration Rights Agreement”), amending and restating
the Company’s Registration Rights Agreement that was entered into by the Company at the time of its initial public offering (“IPO”)
(the “Founder Registration Rights Agreement”) in order to, among other matters, include Pubco and the Sellers
as parties and to make it apply to (A) the Pubco securities to be received in connection with the Merger by the Company’s stockholders
who are parties to the Founder Registration Rights Agreement and (B) to the Exchange Shares delivered to the Sellers at the Closing;
(v) the election or appointment of members to Pubco’s post-Closing board of the independent director and the directors designated
by Chijet; and (vi) the Company having upon the Closing cash and cash equivalents (including funds remaining in the trust account after
completion and payment of the Redemption and the proceeds of any private placement financing), net of the Company’s unpaid expenses
and liabilities, at least equal to $10,000,000.
Unless
waived by the Company, the obligations of the Company to consummate the Business Combination are subject to the satisfaction of the following
Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Chijet,
Pubco and the Sellers being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to materiality
or Material Adverse Effect qualifications); (ii) Chijet, Pubco, Merger Sub and the Sellers having performed in all material respects
their respective obligations and complied in all material respects with their respective covenants and agreements under the Business
Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse
Effect with respect to Chijet or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt
by the Company of employment agreements, effective as of the Closing, in form and substance acceptable to the Company and Chijet, between
certain persons and Chijet or a Chijet affiliate, as applicable, duly executed by the parties thereto; (v) receipt by the Company of
the Amended and Restated Registration Rights Agreement, duly executed by Pubco and the Sellers party thereto; (vi) receipt by the Company
of the evidence of the termination of any outstanding options, warrants or other convertible securities of Chijet (if any); (vii) receipt
by the Company of share certificates and other documents evidencing the transfer of the Purchased Shares to Pubco; (viii) receipt by
the Company of reasonably acceptable evidence of the termination of certain Chijet group related party contracts; (ix) receipt by the
Company of copies of lock-up agreements, effective as of the Closing, in the form attached to the Business Combination Agreement (“Lock-Up
Agreements”), duly executed by Pubco and certain Sellers; (x) receipt by the Company of non-competition agreements, effective
as of the Closing, in form and substance acceptable to the Company and Chijet among Pubco, Chijet and certain Sellers, duly executed
by the parties thereto; and (xi) the election or appointment of members to Pubco’s post-Closing board of the independent director
and the directors designated by the Company.
Termination
The
Business Combination Agreement may be terminated at any time prior to the Closing by either the Company or Chijet if the Closing has
not occurred on or prior to October 28, 2022 (the “Outside Date”); provided that if the Company elects to extend
the date by which it must consummate its initial business combination (by up to an additional six (6) months in two extensions of three
(3) months each) (each, an “Extension”), Chijet will fund the aggregate amount that the Company is required
to deposit into its trust account in order to accomplish any such Extension, by means of a purchase by Chijet of limited liability company
membership interests in the Sponsor (up to a maximum aggregate purchase price of $2,600,000 for both three (3) month Extensions together),
all on the terms and conditions set forth in the Business Combination Agreement. Upon an effective Extension as described above, the
Outside Date will be automatically extended to the last day of such Extension period. A party is not entitled to terminate the Business
Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination
Agreement by such party (or with respect to Chijet, by the Sellers, Pubco or Merger Sub).
The
Business Combination Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including,
among other reasons: (i) by mutual written consent of the Company and Chijet; (ii) by either the Company or Chijet if a governmental
authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting
the Business Combination, and such order or other action has become final and non-appealable; (iii) by Chijet for the Company’s
uncured breach of the Business Combination Agreement, if the breach would result in the failure of the related Closing condition; (iv)
by the Company for the uncured breach of the Business Combination Agreement by Chijet, Pubco, Merger Sub or any Seller, if the breach
would result in the failure of the related Closing condition; (v) by the Company if there has been a Material Adverse Effect with respect
to Chijet or Pubco since the date of the Business Combination Agreement which is uncured and continuing; or (vi) by either the Company
or Chijet if the Company holds a special meeting of its stockholders to approve the Business Combination Agreement and the Business Combination
and such approval is not obtained.
In
addition, if during the Due Diligence Period the Company determines, in its reasonable discretion following consultation with its financial
advisors that the Revised Valuation is less than the Minimum Valuation and the parties do not reach agreement on a revised Exchange Consideration
during the Negotiation Period, the Company may terminate the Business Combination Agreement. If, during the Due Diligence Period, the
Company determines that there are any facts, circumstances or events related to the operations, results of operations, contracts, prospects,
services or prospects of Chijet and its subsidiaries that have resulted or would reasonably be expected to result in a material and adverse
effect on the business operations or results of operations of Chijet and its subsidiaries, the Company may terminate the Business Combination
Agreement
If
the Business Combination Agreement is terminated, all obligations of the parties under the Business Combination Agreement (except for
certain obligations related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general
provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto
except for liability for certain fraud claims or for willful breach of the Business Combination Agreement prior to the termination.
Trust
Account Waiver and Releases
Chijet,
Pubco, Merger Sub and each of the Sellers have agreed that they and their affiliates will not have any right, title, interest or claim
of any kind in or to any monies in the Company’s trust account held for its public stockholders, and have agreed not to, and waived
any right to, make any claim against the trust account (including any distributions therefrom directly or indirectly to the Company’s
public stockholders).
Each
Seller, on behalf of itself and its affiliates that own shares of such Seller, provided a general release of Chijet and its subsidiaries,
effective as of the Closing, other than with respect to its rights under the Business Combination Agreement and ancillary documents and
certain other customary exceptions.
Governing
Law
The
Business Combination Agreement is governed by New York law, except that to the extent that Delaware law is required to apply with respect
to the Merger or other actions under the Business Combination Agreement, Delaware law will so apply. The state and federal courts sitting
in New York, New York will have exclusive jurisdiction.
A
copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by
reference, and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto.
The
Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of
the date of such agreement or other specific dates. The assertions embodied in those representations, warranties, covenants and agreements
were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed
to by the parties in connection with negotiating such agreement. The Business Combination Agreement has been filed to provide investors
with information regarding its terms, but it is not intended to provide any other factual information about the Company, Chijet or any
other party to the Business Combination Agreement. In particular, the representations and warranties, covenants and agreements contained
in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should
not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual
state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants
and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information
concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Related
Agreements
This
section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business
Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following
summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are
attached hereto as exhibits. Stockholders and other interested parties are urged to read such Related Agreements, or forms thereof, in
their entirety.
Support
Agreement
Simultaneously
with the execution of the Business Combination Agreement, the Company, Pubco, Chijet and the Company’s sponsor, Bright Vision Sponsor
LLC, a Delaware limited liability company (the “Sponsor”), entered into a Support Agreement (the “Support
Agreement”) pursuant to which the Sponsor agreed to support the Business Combination and to vote all of its shares of the
Company’s Common Stock (and any other Company securities owned or acquired by the Sponsor) in favor of the Business Combination
Agreement and the Business Combination. The Sponsor also agreed to take certain other actions in support of the Business Combination
Agreement and the Business Combination and to refrain from taking such actions that would adversely impede the ability of the parties
to perform the Business Combination Agreement. The Support Agreement also prevents transfers of Company securities held by the Sponsor
between the date of the Support Agreement and the date of the Closing or earlier termination of the Business Combination Agreement unless
the transferee executes a joinder to the Support Agreement.
The
Sponsor also agreed to be bound by and comply with the provisions of the Business Combination Agreement relating to Chijet’s
funding of a potential Extension and, upon and subject to the funding of such an Extension by Chijet in accordance with the Business
Combination Agreement, to issue to Chijet the relevant limited liability company membership interests in the Sponsor.
The
Sponsor, solely in connection with the Business Combination, agreed to waive certain anti-dilution provisions under the Company’s
governing documents relating to the conversion of the Company’s Class B Common Stock.
The
Sponsor, on behalf of itself and its affiliates, provided a general release of the Company, Pubco, Chijet and Merger Sub, effective as
of the Closing, other than with respect to rights under the Business Combination Agreement and ancillary documents and certain other
customary exceptions.
Lock-Up
Agreements
The
Business Combination Agreement provides that, at or before the Closing, and effective as of the Closing, certain Sellers holding approximately
78% of Chijet’s capital stock will enter into a Lock-Up Agreement with Pubco with regard to the Exchange Shares to be received
by such Seller. In such Lock-Up Agreement, the Sellers to be parties thereto will agree that such Seller will not, during the period
commencing from the Closing and ending on the six (6) month anniversary of the Closing (or if earlier, the date on which Pubco consummates
a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s
shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property) (the “Lock-Up
Period”) (i) lend, offer, pledge (except as provided below), hypothecate, encumber, donate, assign, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any of such Seller’s Exchange Shares, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Seller’s
Exchange Shares, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Notwithstanding
the foregoing, solely with respect to 50% of such Exchange Shares, the Lock-Up Period, if not earlier terminated in accordance with the
terms of the Lock-Up Agreement, will be deemed to terminate on the date on which the closing price of Pubco’s publicly traded Ordinary
Shares equals or exceeds $12.50 per share for any 20 days within a 30-day trading period after the Closing. However, each such Seller
will be allowed to transfer any of its Exchange Shares by gift, will or intestate succession or to any immediate family member (or related
trust), trustor or trust beneficiary, as a distribution to equity holders upon liquidation or to an affiliate or pursuant to a court
order or settlement agreement in divorce; provided in each such case that the transferee thereof agrees to be bound by the restrictions
set forth in the Lock-Up Agreement. The Sellers who sign Lock-Up Agreements will also be permitted to pledge their shares during the
Lock-Up Period so long as the pledgee agrees not to exercise its remedies with respect to the Exchange Shares during the Lock-Up Period.
Amended
and Restated Registration Rights Agreement
The
Business Combination Agreement provides that, at or before the Closing, and effective as of the Closing, the Company, Pubco, the Sellers
party thereto, and the holders of a majority of the “Registrable Securities” pursuant to the Founder Registration Rights
Agreement, will enter into an Amended and Restated Registration Rights Agreement. The Amended and Restated Registration Rights Agreement
will obligate Pubco to register for resale under the Securities Act all or any portion of their Exchange Shares (the “Exchange
Investor Registrable Securities”), and (ii) certain founding investors of the Company (the “Initial Investors”)
shall have registration rights that will obligate Pubco to register for resale under the Securities Act all or any portion of the Pubco
Ordinary Shares to be received in respect of their Company founder shares pursuant to the Business Combination Agreement (the “Initial
Investor Registrable Securities”, and together with the Exchange Investor Registrable Securities, as well as, in each case,
with any warrants, capital shares or other securities issued as a dividend or distribution with respect thereto or in exchange therefor,
the “ Registrable Securities “), except that Registrable Securities that are subject to contractual transfer
restrictions may not be requested to be registered or registered until the end of the applicable lock-up period. After the Closing, (i)
Sellers holding a majority-in-interest of the Exchange Investor Registrable Securities, or (ii) Initial Investors holding a majority-in-interest
of the Initial Investor Registrable Securities, will be entitled under the Amended and Restated Registration Rights Agreement to make
a written demand for registration under the Securities Act of all or part of their Registrable Securities, and other holders of Registrable
Securities will be entitled to join in such demand registration. Subject to certain exceptions, if any time after the Closing, Pubco
proposes to file a registration statement under the Securities Act with respect to its securities, under the Amended and Restated Registration
Rights Agreement, Pubco shall give notice to the holders of Registrable Securities as to the proposed filing and offer them an opportunity
to register the sale of such number of Registrable Securities as requested by them in writing, subject to customary cut-backs. In addition,
subject to certain exceptions, holders of Registrable Securities will be entitled under the Amended and Restated Registration Rights
Agreement to request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 and any
similar short-form registration that may be available at such time. Under the Amended and Restated Registration Rights Agreement, Pubco
will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors,
employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact
in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their
misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or
prospectus, will agree to indemnify Pubco and certain persons or entities related to Pubco, such as its officers and directors and underwriters,
against all losses caused by their misstatements or omissions in those documents.
The
Support Agreement, the form of Lock-Up Agreement and the form of Amended and Restated Registration Rights Agreement are filed with this
Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3 respectively, and are incorporated herein by reference, and the foregoing
descriptions of the Support Agreement, the form of Lock-Up Agreement and the form of Amended and Restated Registration Rights Agreement
are qualified in their entirety by reference thereto.
Important
Information About the Proposed Business Combination and Where to Find It
This
Form 8-K relates to the proposed Business Combination transaction among the Company, Chijet, Pubco and Merger Sub. Pubco intends to file
with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4, which will include
a prospectus of Pubco with respect to the securities to be issued in connection with the proposed Business Combination and a preliminary
proxy statement of the Company with respect to the solicitation of proxies for the special meeting of stockholders of the Company to
vote on the Business Combination among other matters (the “Registration Statement”). The Registration Statement
has not yet been filed with or declared effective by the SEC. After the Registration Statement is declared effective, the definitive
proxy statement/prospectus (included in the Registration Statement), and other relevant documents, will be mailed to stockholders of
the Company as of a record date to be established for voting on the Business Combination. Each of the Company and Chijet urges its investors,
stockholders and other interested persons to read, when available, the preliminary proxy statement/prospectus, and amendments thereto,
the Registration Statement and the definitive proxy statement/prospectus as well as other documents filed with the SEC because these
documents will contain important information about the Company, Chijet, Pubco and the Business Combination. Once available, Company shareholders
and other interested persons will also be able to obtain a copy of the Registration Statement, including the proxy statement/prospectus
included therein, and other documents filed with the SEC, without charge, by directing a request to: Deep Medicine Acquisition Corp.
595 Madison Avenue, 12th Floor, New York, NY 10017, Attention Humphrey P. Polanen, (917) 289-2776 or on the SEC’s website at www.sec.gov.
Participants
in Solicitation
The
Company, Chijet and Pubco, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies
from the stockholders of the Company in connection with the proposed Business Combination. The Company’s shareholders and other
interested persons may obtain more detailed information about the names and interests of these directors and officers of the Company
(and as applicable, Chijet and Pubco) in the Business Combination is set forth in the Company’s annual report on Form 10-K for
the year ended March 31, 2022, which was filed with the SEC on June 24, 2022 (the “Form 10-K”) and in other
filings with the SEC, including when filed, the Registration Statement and the accompanying proxy statement/prospectus. These documents
can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.
This
communication does not contain all the information that should be considered concerning the Business Combination and is not intended
to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or
investment decision, investors and security holders are urged to read the Registration Statement and accompanying proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they
become available because they will contain important information about the proposed Business Combination.
No
Offer or Solicitation
This
Current Report on Form 8-K and its exhibits will not constitute a solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the Business Combination. This Current Report on Form 8-K and its exhibits will also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act, as amended, or an exemption therefrom.
Forward-Looking
Statements
This
Current Report on Form 8-K, exhibits hereto and information incorporated by reference herein, contains certain “forward-looking
statements” within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the
proposed Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does
not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. As used herein, references to Chijet include references to each of its subsidiaries, Baoya
and FAW Jilin. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current
Report on Form 8-K, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner
or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the Business Combination may not
be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by the Company; (iii) the Company’s stockholders’ redemptions exceeding a maximum threshold or the failure
to meet The Nasdaq Stock Market’s or other market’s initial listing standards in connection with the consummation of the
contemplated transactions; (iv) the effect of the announcement or pendency of the Business Combination on business relationships of Chijet
or any of its subsidiaries, including Baoya or FAW Jilin, or each of their respective operating results, prospects or business; (v) the
impact, if any, on any governmental registration, declaration or action, or lack of any of the foregoing, in connection with the Business
Combination; (vi) risks that the proposed Business Combination disrupts current plans or operations of Chijet or any of its subsidiaries;
(vii) changes in the vehicle and electric vehicle markets in which Chijet or any of its subsidiaries competes, including with respect
to its competitive landscape, technology evolution or regulatory changes, (viii) changes in domestic and global general economic conditions;
(ix) the risk that Chijet is not able to recognize revenue for its products or secure additional contracts that generate revenue; (x)
the risk that Chijet may not be able to execute its growth strategies; (xi) expectations, assessments or predictions about any implied
enterprise value or pro forma ownership, future financial condition or performance of Chijet and/or any of its subsidiaries, or the combined
company after the consummation of the Business Combination, and the expected financial impacts of the Business Combination, (xii) risks
related to the ongoing COVID-19 pandemic and response; (xiii) risk that Pubco or Chijet may not be able to develop and maintain effective
internal controls; (xiv) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination
or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; and
(xv) risks related to competition in the markets in which Chijet or any of its subsidiaries intends to compete; (xvi) risks related to
the early stage of Chijet’s business; (xvii) the failure to satisfy the conditions to the consummation of the Business Combination,
including the completion of the Company’s satisfactory due diligence review and the approval of the Business Combination Agreement
by the stockholders of the Company; (xviii) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement; (xix) the outcome of any legal proceedings that may be instituted against any of the parties to
the Business Combination Agreement, or any of their subsidiaries, following the announcement of the entry into the Business Combination
Agreement and proposed Business Combination; (xx) the ability of the parties to recognize the benefits of the Business Combination Agreement
and the Business Combination; (xxi) the lack of useful financial information for an accurate estimate of future capital expenditures
and future revenue; (xxii) statements regarding the industry and market size of Chijet, Baoya or FAW Jilin; (xxiii) financial condition
and performance of Chijet, any of its subsidiaries or Pubco, including the anticipated benefits, the implied enterprise value, the expected
financial impacts of the Business Combination, potential level of redemptions of the Company’s public shareholders, the financial
condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Chijet and Pubco;
and (xix) and those factors discussed in the Company’s and Pubco’s filings with the SEC and that that will be contained in
the registration statement on Registration Statement relating to the Business Combination. You should carefully consider the foregoing
factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the registration statement
and other documents to be filed by the Company, including its Form 10-K, or Pubco from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. None of Pubco, Chijet or the Company gives any assurance that Pubco, Chijet or the Company will achieve
its expectations. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and while Pubco, Chijet and the Company may elect to update these forward-looking statements at some point
in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise, subject to applicable law.
