What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-02-14 compared with 2021-11-15 · 368 added, 221 removed, 374 unchanged (61% of the section changed)

1 unchanged sentence

Deep Medicine Acquisition Corp.

DEEP MEDICINE ACQUISITION CORP.

Balance Sheets

September 30, 2021

December 31, 2021

March 31, 2021

Prepaid expense

Current assets

Prepaid expenses

Total current assets

Cash and marketable securities held in Trust Account

$ 129,120,909

Liabilities and Stockholders’ (Deficit)

2 unchanged sentences

Accrued expenses

Loan payable - related party

Due to related party

3 unchanged sentences

Loan payable - related party

Deferred underwriting commissions

Total non-current liabilities

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively

Class A Common stock, $ 0.0001 par value, 100,000,000 shares authorized, - 0 - shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively

Class B Common stock, $ 0.0001

par value, 10,000,000

shares authorized, 3,162,500

shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively (1)(2)

Total liabilities

Common stock subject to possible redemption, 12,650,000 shares at $ 10.10 per share

Stockholders’ (Deficit)

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively

Class A Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 620,700 and - 0 - shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively

Class B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, 3,162,500 shares issued and outstanding as of December 31, 2021 and March 31, 2021

Additional paid-in capital

Retained (deficits)

Accumulated deficits

( 3,592,969 )

Total Stockholders’ (Deficit)

( 3,592,591 )

Total Liabilities and Stockholders’ (Deficit)

(1) In October 2021, the Company effected a dividend of 287,500 shares of Class B common stock, which resulted in an aggregate of 3,162,500 shares of Class B common stock outstanding.

All share and associated amounts have been retroactively restated to reflect the share dividend (see Note 4).

(2) An aggregate of up to 412,500 shares subject to possible forfeiture at the closing of proposed public offering.

The accompanying notes are an integral part of these unaudited financial statements

$ 129,120,909

The accompanying notes are an integral part of unaudited financial statement

DEEP MEDICINE ACQUISITION CORP.

Statements of Operations

For the Three Months Ended September 30, 2021

For the Six Months Ended September 30, 2021

For the Three Months Ended December 31, 2021

For the Three Months Ended December 31, 2020

For the Nine Months Ended December 31, 2021

For the Period from July 8, 2020 (inception) through December 31, 2020

Operating expense

2 unchanged sentences

Total operating expense

Unrealized gain from the trust account

Total other income

Net (loss) before income tax

1 unchanged sentence

Net (loss) per share

Basic and diluted

Basic and diluted - Class A

Basic and diluted - Class B

Weighted average number of shares

Basic and diluted

(1) Excludes an aggregate of up to 412,500 shares subject to possible forfeiture at September 30, 2021

Basic and diluted - Class A

Basic and diluted - Class B

The accompanying notes are an integral part of these unaudited financial statements

5 unchanged sentences

Additional Paid-in

Shares (1)(2)

Balance, March 31, 2021

Balance, March 31, 2021 (audited)

Balance, June 30, 2021

2 unchanged sentences

$ ( 104,668 )

(1) In October 2021, the Company effected a dividend of 287,500 shares of Class B common stock, which resulted in an aggregate of 3,162,500 shares of Class B common stock outstanding.

All share and associated amounts have been retroactively restated to reflect the share dividend (see Note 4).

(2) An aggregate of up to 412,500 shares subject to possible forfeiture at the closing of proposed public offering.

Class A common stock issued in IPO

Offering cost

( 2,855,000 )

Deferred underwriting commission

( 4,427,500 )

Class A common stock issued for services

Sale of 519,500 private units

Class A common stock subject to possible redemption

( 12,650,000 )

( 127,763,735 )

( 127,765,000 )

Reclassification from negative additional paid-in capital to accumulated deficit

( 3,302,878 )

Balance, December 31, 2021

$ ( 3,592,969 )

$ ( 3,592,591 )

The accompanying notes are an integral part of these unaudited financial statements

DEEP MEDICINE ACQUISITION CORP.

Statement of Cash Flows

For the Six Months Ended September 30, 2021

Statements of Cash Flows

For the Nine Months Ended December 31, 2021

For the Period from July 8, 2020 (inception) through December 31, 2020

Cash flows from operating activities:

$ ( 230,696 )

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Unrealized gain from the trust account

Changes in operating assets and liabilities:

3 unchanged sentences

Net cash (used in) operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

( 127,765,000 )

Net cash (used in) investing activities

( 127,765,000 )

Cash flows from financing activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Payment of offering costs

Due to related party

Net cash (used in) financing activities

Net cash provided by financing activities

Net increase/(decrease) in cash and cash equivalents

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Cash paid for income taxes

NON-CASH TRANSACTIONS:

Additional shares issued to sponsor due to upsize of IPO

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial classification of ordinary shares subject to possible redemption

$ 127,765,000

Deferred underwriting fee payable

The accompanying notes are an integral part of these unaudited financial statements

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similar business combination with one or more businesses or entities (a “Business Combination”).

While the Company may, subject to certain limitations, pursue a Business Combination target with operations or prospects in the digital

healthcare and AI in medicine sector in the global market.

As of September 30, 2021, the

Company had not commenced any operations.

There was no activity from July 8, 2020 (inception) through September 30, 2020.

for the period from July 8, 2020 (inception) through September 30, 2021, relates to the Company’s formation and its initial public

offering (“IPO”), which is described below.

The Company will not generate any operating revenues until after the completion

of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds

derived from the IPO.

While the Company may, subject

to certain limitations, pursue a Business Combination target with operations or prospects in the digital healthcare and AI in medicine

sector in the global market.

As of December 31, 2021, the Company

had not commenced any operations.

All activity for the

period from July 8, 2020 (inception) through December 31, 2021, relates to the Company’s formation and its initial public offering

(“IPO”), which is described below, and subsequent to IPO, identifying a target company for a Business Combination.

will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate

non-operating income in the form of interest income from the cash and marketable securities held in the Trust Account (as defined below).

The Company has selected March 31 as its fiscal year end.

The registration statement for

the Company’s IPO was declared effective on October 26, 2021.

On October 29, 2021, the Company

consummated its IPO of 12,650,000 units (the “Units” and, with respect to the shares of Class A common stock included in the

Units, the “Public Shares”) at $ 10.00 per unit, which included 1,650,000 Units issued pursuant to the full exercise by the

Underwriters (as defined below) of their over-allotment option, and the private sale of an aggregate of 519,500 Units (the “Private

Placement Units” and with respect to the shares of Class A common stock included in the Units, the “Private Placement Shares”)

to its sponsor, Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities, Inc.

(“I-Bankers”) at a purchase

price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 5,195,000 to the Company that closed simultaneously with the

closing of the IPO (see Note 3).

The Company’s Units have been listed on the Nasdaq Global Market (“Nasdaq”).

consummated its IPO of 12,650,000

units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “Public

Shares”) at $ 10.00 per unit, which included

1,650,000 Units issued pursuant

to the full exercise by the Underwriters (as defined below) of their over-allotment option, and the private sale of an aggregate of 519,500

Units (the “Private Placement Units” and with respect to the shares of Class A common stock included in the Units,

the “Private Placement Shares”) to its sponsor, Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities,

(“I-Bankers”) at a purchase price of $ 10.00

per Private Placement Unit, generating gross proceeds of $ 5,195,000

to the Company that closed simultaneously with the closing of the IPO (see Note 3).

The Company’s securities have been listed on the Nasdaq Global Market

On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class A common

stock and rights underlying the Units commenced trading separately.

Transaction costs amounted to

1 unchanged sentence

of other offering costs.

Upon the closing of the IPO on

October 29, 2021, the Company deposited $ 127,765,000 ($ 10.10 per Unit) from the proceeds of the IPO and certain proceeds of the sales

of Private Placement Units in the trust account (“Trust Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the funds held in the Trust Account, as described below.

Following the closing of the IPO,

cash of $ 764,101 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

As of September

As of December

31, 2021, the Company had available cash of $ 977,197 on its balance sheet and a working capital of $ 832,727 .

9 unchanged sentences

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for

it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Note 1 - Organization and Description of Business Operations (Continued)

Upon the closing of the IPO on

October 29, 2021, the Company deposited $ 127,765,000 ( $ 10.10 per Unit) from the proceeds of the IPO and certain proceeds of the sales

of Private Placement Units in the trust account (“Trust Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,

with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the

Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it

not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Description of Business

Operations (Continued)

The Company will provide its stockholders

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The Company will have until

months from the closing of the IPO (or 18 months from the closing of the IPO if the Company may extend the period of time to consummate

a Business Combination) (the “Combination Period”) to complete a Business Combination.

If the Company is unable to complete

a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less

up to $ 50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will

completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,

if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders

and the Company’s board of

Note 1 - Organization and Description of Business Operations (Continued)

directors, dissolve and liquidate, subject in each case to the Company’s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

October 29, 2022 (or April 29, 2023 if the Company may extend the period of time to consummate a Business Combination) (the

“Combination Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination

within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as

reasonably possible but no more than 10 business days thereafter, redeem 100 %

of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account, including interest earned (less up to $ 50,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if

any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders

and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under

Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive

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the Combination Period.

The underwriters have agreed to waive their rights to their business combination marketing fees (see Note 5) held

in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event,

such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be

less than the IPO price per Unit ( $ 10.10 ).

The underwriters have agreed to waive their rights to their business combination marketing fees

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Description of Business Operations (Continued)

(see Note 5) held in the Trust Account in the event

the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with

the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution,

it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.10 ).

The Sponsor has agreed that it

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combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will

pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the

aggregate, 3.5 % of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’ over-allotment

The fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company

completes a Business Combination, subject to the terms of the underwriting agreement.

Note 1 - Organization and Description of Business Operations (Continued)

pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate,

3.5% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’ over-allotment option.

fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes

a Business Combination, subject to the terms of the underwriting agreement.

Liquidity and Capital Resources

Prior to the completion of the

IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year

from the issuance date of the financial statement.

The Company has since competed its IPO at which time capital in excess of the funds

deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.

Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital

exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial doubt

has been alleviated.

The Company has principally financed

its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the IPO, proceeds from

related party loan and such amount of proceeds from the IPO that were placed in an account outside of the Trust Account for working capital

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying

and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures,

selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Description of Business Operations (Continued)

Liquidity and Capital Resources (Continued)

As of December 31, 2021,

the Company had a loan payable to the Sponsor in amount of up to $ 500,000 with zero interest (the “Loan”).

The Loan is unsecured.

Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company,

be obligated personally for any obligations or liabilities of the Loan.

These amounts will be repaid upon completion of an initial Business

The Company may need to raise

additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

Company’s officers, directors and Sponsor may, but are not obligated to (other than as described above), loan the Company funds,

from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working

capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing

operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance

that new financing will be available to it on commercially acceptable terms, if at all.

The Company believes it will have sufficient cash

to meet its needs for a reasonable period of time, which is considered to be less than one year from the issuance date of the financial

Risks and Uncertainties

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growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Note 2 — Significant Accounting Policies

The Company has elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Significant Accounting Policies (Continued)

Use of Estimates

13 unchanged sentences

The Company had $ 977,197 in cash and no cash equivalents

as of September 30, 2021.

as of December 31, 2021.

Securities Held in Trust Account

December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily

Treasury securities.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities

are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying

statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are classified

as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) are classified as temporary equity.

At all other times, common stock are classified as shareholders’

The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption are presented at redemption

value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the

redemption value at the end of each reporting period.

Immediately upon the closing of the IPO, the Company recognized the remeasurement

from initial book value to redemption value.

The change in the carrying value of redeemable common stock resulted in charges against additional

paid-in capital and accumulated deficit.

At December 31, 2021,

the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

In Redemption Value

Gross proceeds

Common stock issuance costs

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

2 unchanged sentences

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Deferred Offering Costs

Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value

at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

ASC Topic 480 requires a reporting

entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets).

ASC 480-10-S99 addresses concerns

raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements

or whose redemption is outside the control of the issuer.

If the stock subject to mandatory redemption provisions represents the only

shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position.

subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement

The Company concludes that the warrants to I-Bankers do not exhibit any of the above characteristics and, therefore, are

outside the scope of ASC 480.

The warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging

— Contracts in Entity’s Own Equity.

Deferred Offering Costs

consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the

Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering.

the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged

to operations.

Deferred offering costs consist of underwriting, legal, accounting and other expenses

incurred through the balance sheet date that are directly related to the IPO and have been charged to stockholder’s equity upon

the completion of the IPO.

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Significant Accounting Policies (Continued)

Stock Based Compensation

15 unchanged sentences

the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Net Loss per Common Share

The Company complies with

accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” Net loss per common share is computed by dividing

net loss by the weighted average number of common shares issued and outstanding for the period, excluding common shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 412,500 common shares that are subject to forfeiture by the Company

if the over-allotment option is not exercised by the underwriters.

At September 30, 2021, the Company did not have any dilutive securities

and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings (loss) of the

As a result, diluted loss per common share is the same as basic loss per common share for the period.

Note 2 — Significant Accounting Policies

Net Loss per Common Share (Continued)

For the Three Months Ended September 30, 2021

For the Six Months Ended September 30, 2021

Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period

Denominator for diluted earnings per share

Basic loss per share

Diluted loss per share

The Company accounts for

13 unchanged sentences

Since the Company was incorporated on July 8, 2020, the evaluation was performed

for upcoming 2020 tax year which will be the only period subject to examination.

for 2020 tax year which is the only period subject to examination.

The Company believes that its income tax positions and

3 unchanged sentences

The provision for income

taxes was deemed to be immaterial for the three and six months ended September 30, 2021.

taxes was deemed to be immaterial for the three and nine months ended December 31, 2021.

Loss per Share of Common Stock

The Company complies with accounting and disclosure requirements ASC Topic

260, “Earnings per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number

of shares of common stock issued and outstanding for the period, excluding shares of common stock subject to forfeiture.

At December 31,

2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares

of common stock and then share in the earnings (loss) of the Company.

As a result, diluted loss per share of common stock is the same

as basic loss per share of common stock for the period.

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Significant Accounting Policies (Continued)

Net Loss per Share

of Common Stock (Continued)

Earnings Per Share Table

For the Three Months Ended December 31, 2021

For the Three Months Ended December 31, 2020

For the Nine Months Ended December 31, 2021

For the Period from July 8, 2020 (inception) through December 31, 2020

$ ( 135,423 )

$ ( 230,696 )

Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period

Basic and diluted loss per share – Class A

Basic and diluted loss per share – Class B

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on these accounts.

Recent Accounting Pronouncements

In August 2020, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require

separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception

guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional

disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted

beginning on January 1, 2021.

The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

Management does not believe

that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s

that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

Note 3 — Public Offering

3 - Public Offering

At the IPO, the Company sold 12,650,000

1 unchanged sentence

of their over-allotment option, generating gross proceeds to the Company of $ 126,500,000 .

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 (see Note 6).

Note 3 — Public Offering (Continued)

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 (see Note 6).

A total of $ 127,765,000 of the

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Stock Transfer & Trust Company, LLC, acting as trustee.

Note 4 — Related Party Transactions

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

4 - Related Party Transactions

Founder Shares

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associated amounts have been retroactively restated to reflect the share dividend.

The Founder Shares include

an aggregate of up to 412,500 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the

underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively

represent 20% of the Company’s issued and outstanding shares upon the completion of the IPO.

On October 29, 2021, the

Underwriters exercised the over-allotment option in full.

As a result, no Founder Shares is subject to the for forfeiture.

The Founder Shares include an

aggregate of up to 412,500 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20 % of the Company’s

issued and outstanding shares upon the completion of the IPO.

On October 29, 2021, the Underwriters exercised the over-allotment option

As a result, no Founder Shares are subject to forfeiture.

The Sponsor has agreed not to

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Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders

having the right to exchange their common shares for cash, securities or other property.

having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement

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of the Private Placement Rights) will not be transferable, assignable or salable until 30 days after the completion of the initial Business

Combination (except as described under the section of the IPO prospectus entitled “Principal Stockholders — Restrictions on

Transfers of Founder Shares and Private Placement Units”).

Following such period, the Private Placement Units (including the underlying

Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private

Placement Rights) will be transferable, assignable or salable, except that the Private Placement Units will not trade.

Note 4 — Related Party Transactions (Continued)

Combination (except as described under the section of the IPO prospectus entitled “Principal Stockholders — Restrictions

on Transfers of Founder Shares and Private Placement Units”).

Following such period, the Private Placement Units (including the

underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of

the Private Placement Rights) will be transferable, assignable or salable, except that the Private Placement Units will not trade.

Accrued Expenses - Related Parties

As of September 30,

2021, the Company had accrued expenses – related parties in amount of $6,000 in connection with the accrued non-cash

compensation to the Company’s management and directors.

Pursuant to the executed Offer Letters, the Company agreed to pay the

Company’s Chief Financial Officer $5,000 in cash per month starting from August 1, 2020, and the Company’s officers and

directors an aggregate of 300,000

post Business Combination shares within 10 days following the Business Combination, with the same lock-up restrictions and

registration rights as the Founder Shares.

The fair value of this stock issuance was determined by the fair value of the

Company’s Common Stock on the grant date, at a price of $0.02 per share.

As of September 30, 2021, all accrued expenses

related to the cash compensation to the Company’s Chief Financial Officer were paid off in the full amount of $ 55,000 .

As of December 31,

2021, the Company had accrued expenses – related parties in amount of $ 21,000 , of which $ 6,000 was in connection with the

accrued non-cash compensation to the Company’s management and directors.

Pursuant to the executed Offer Letters, the Company

agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month starting from August 1, 2020, and the

Company’s officers and directors an aggregate of 300,000 post Business Combination shares within 10 days following the

Business Combination, with the same lock-up restrictions and registration rights as the Founder Shares.

The fair value of this stock

issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of $ 0.02 per share.

of December 31, 2021, the accrued expenses related to the cash compensation to the Company’s Chief Financial Officer was

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 4 - Related

Party Transactions (Continued)

Loan Payable – Related Party

As of September 30, 2021,

the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest (the “Loan”).

As of December 31, 2021,

the Company had a loan payable to the Sponsor in amount of up to $ 500,000 with zero interest (the “Loan”).

The Loan is unsecured.

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The full amount of $ 500,000 was

outstanding as of September 30, 2021.

outstanding as of December 31, 2021.

Working Capital Loans

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terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

September 30, 2021, no Working Capital Loans were outstanding.

Note 5 — Commitments and Contingency

December 31, 2021, no Working Capital Loans were outstanding.

5 - Commitments and Contingency

Registration Rights

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in connection with the filing of any such registration statements.

Note 5 — Commitments and Contingency (Continued)

Underwriting Agreement

The Company had granted the Underwriters

a 30-day option from the date of IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less

the underwriting discounts and commissions.

The Company had granted the

Underwriters a 30- day option from the date of

IPO to purchase up to 1,650,000

additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

Simultaneously upon the closing

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Business Combination.

Note 6 — Stockholders’ Equity

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

6 - Stockholders’ Equity

The Company is authorized to issue

1 unchanged sentence

shares of Class A common stock, and (ii) 10,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock (the “Preferred

As of September 30, 2021, there

As of December 31, 2021,

there were 620,700

shares of Class A common stock issued and outstanding, excluding

12,650,000 shares of Class A common stock subject to possible redemption which are presented as temporary

As of December 31, 2021, there

were 3,162,500 shares of Class B common stock issued and outstanding, which such amount having been restated to reflect a 0.1 for 1 stock

dividend for each share of Class B common stock outstanding in October 2021.

Of the 3,162,500 shares of Class

B common stock outstanding, an aggregate of up to 412,500 shares of Class B common stock were subject to forfeiture, to the extent that

the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor would collectively own 20% of the

Company’s issued and outstanding common stock after the IPO (assuming Sponsor does not purchase any Public Shares in the IPO).

As of September 30, 2021, no share

of Class A common stock and Preferred Stock were issued or outstanding.

The designations, voting and other rights and preferences of the

Preferred Stock may be determined from time to time by the Company’s board of directors.

As of December 31, 2021, no share

of Preferred Stock was issued or outstanding.

The designations, voting and other rights and preferences of the Preferred Stock may be

determined from time to time by the Company’s board of directors.

Each holder of a right will receive

22 unchanged sentences

penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination.

Note 6 — Stockholders’ Equity (Continued)

Additionally, in

no event will the Company be required to net cash settle the rights.

Accordingly, the rights may expire worthless.

Additionally, in no event will

the Company be required to net cash settle the rights, and the rights may expire worthless.

Representative Warrants and Representative Shares

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pursuant to FINRA Rule 5110(e)(1).

The Representative Warrants grants to holders demand and “piggy back” rights for periods

of five and seven years from October 29, 2021.

The Company will bear all fees and expenses attendant to registering the securities, other

than underwriting commissions which will be paid for by the holders themselves.

The exercise price and number of shares issuable upon

exercise of the Representative Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s

recapitalization, reorganization, merger or consolidation.

However, the Representative Warrants will not be adjusted for issuances of

Class A common stock at a price below its exercise price.

The Underwriters agreed not to

transfer, assign or sell any of the Representative Shares without the Company’s prior written consent until the completion of the

Business Combination.

The Underwriters agreed (i) to waive its redemption rights with respect to such shares in connection with the completion

of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the

Representative Shares if the Company fails to complete its initial Business Combination within Combination Period.

The shares have been

deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following October 29, 2021 pursuant

to FINRA Rule 5110(e)(1).

Note 7 — Subsequent Events

In October 2021, the Company

effected a 0.1

for 1 stock dividend for each share of Class B common stock outstanding (which has been accounted for as a stock split) of 287,500

shares of Class B common stock, which resulted in an aggregate of 3,162,500

shares of Class B common stock outstanding.

October 2021, the Company filed a registration statement pursuant to Rule 462(b) under the Securities Act in order to increase the number

of Units to be issued in the Proposed Public Offering to 11,000,000 (or 12,650,000 Units if the underwriters' over-allotment option is

exercised in full).

As a result, the Company intends to finance its Initial Business Combination with proceeds from the sale of 11,000,000

Units in the Proposed Public Offering for $ 110,000,000 (or 12,650,000 Units for $ 126,500,000 , if the underwriters' option to purchase

additional Units is exercised in full) and the sale of 470,000 private units that the Sponsor has subscribed to purchase in the private

placement for $ 4,700,000 (or 519,500 private units for $ 5,195,000 , if the underwriters' option to purchase additional Units is exercised

Upon the closing of the Proposed Public Offering and the private placement, $ 111,100,000 (or $ 127,765,000 if the underwriters'

over-allotment option is exercised in full) will be placed in the Trust Account.

The registration statement for

the Company’s IPO was declared effective on October 26, 2021 (see Note 1).

Note 7 — Subsequent Events (continued)

Upon the closing of the IPO,

the Company issued to I-Bankers a five-year warrant to purchase 632,500 Shares of Class A common stock, equal to 5.0 % of the Shares issued

in the IPO, the exercise price of which will be $ 12.00 per Share, and 101,200 Representative Shares (see Note 6).

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 6 - Stockholders’ Equity (Continued)

Representative Warrants and Representative Shares

The Representative Warrants grants to holders

demand and “piggy back” rights for periods of five and seven years from October 29, 2021.

The Company will bear all fees

and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders

The exercise price and number of shares issuable upon exercise of the Representative Warrants may be adjusted in certain

circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or

consolidation.

However, the Representative Warrants will not be adjusted for issuances of Class A common stock at a price below its

exercise price.

The Underwriters agreed not

to transfer, assign or sell any of the Representative Shares without the Company’s prior written consent until the completion

of the Business Combination.

The Underwriters agreed (i) to waive its redemption rights with respect to such shares in connection

with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust

Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within

Combination Period.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180

days immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1).

7 - Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December

31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Fair Value Hierarchy Valuation

Marketable securities held in Trust Account

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements