Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our Class A common stock and rights are listed on
the Nasdaq Global Markets (“NasdaqGM”) under the symbols DMAQ and DMAQR, respectively.
Holders
As of March 31, 2022, there was 2 holders of record
of our Class A common stock and 1 holders of record of our rights.
Dividends
We have not paid any cash dividends on our
common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of
cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions
subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination
will be within the discretion of our board of directors at such time. If we increase or decrease the size of the offering we will effect
a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B
common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholders
at 20.0% of the issued and outstanding shares of our common stock upon the consummation of the IPO (not including the shares of Class
A common stock underlying the private placement units). Further, if we incur any indebtedness, our ability to declare dividends may be
limited by restrictive covenants we may agree to in connection therewith.
Unregistered Sales of
Securities
The following information
represents securities sold by us since our inception on July 8, 2020 through March 31, 2022 which were not registered under the Securities
Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion
from the Company’s other share classes and new securities resulting from the modification of outstanding securities. We sold all
of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, or Regulation
D promulgated thereunder.
In March 2021, Bright Vision Sponsor LLC (“Bright Vision”), our sponsor,
purchased an aggregate of 2,875,000 founder shares, for an aggregate offering price of $50,000 at an average purchase price of approximately
$0.017 per share. The number of founder shares issued was determined based on the expectation that such founder shares would represent
20% of the outstanding shares upon completion of the IPO (not including the shares of Class A common stock underlying the private placement
units or the representative shares). The per share purchase price of the founder shares was determined by dividing the amount of cash
contributed to the Company by Bright Vision by the aggregate number of founder shares issued. In October 2021, we effected a 0.1 for 1
stock dividend for each share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 3,162,500 founder
shares. Such securities were issued in connection with our organization pursuant to the
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exemption from registration
contained in Section 4(a)(2) of the Securities Act. Each of the purchasers is an accredited investor for purposes of Rule 501 of Regulation
D.
On October 29, 2021, Bright
Vision and I-Bankers Securities, Inc. purchased an aggregate of 519,500 units at a price of $10.00 per unit, for an aggregate purchase
price of $5,195,000. Each unit consists of one share of Class A common stock and one right. Each right entitles the holder thereof to
receive one-tenth (1/10) of one share of Class A common stock upon the consummation of an initial business combination.
No underwriting discounts
or commissions were paid with respect to such sales.
Use of Proceeds
On October 29, 2021, the
Company consummated its IPO of 12,650,000 Units, which included 1,650,000 Units issued pursuant to the full exercise by the underwriters
of their over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, 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. The
Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $126,500,000. I-Bankers Securities, Inc. (“I-Bankers”)
acted as sole book-running manager of the IPO. The securities in the offering were registered under the Securities Act on registration
statements on Form S-1 (Nos. 333-259500 and 333-260515). The SEC declared the registration statements effective on October 26, 2021.
Simultaneously with the closing
of the IPO, we completed the private sale of an aggregate of 519,500 Private Placement Units to the Sponsor and I-Bankers at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,195,000. This issuance of Private Placement Units was
be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Units are
identical to the Units sold in the IPO, except that the Private Placement Units are not transferable, assignable or salable until after
the completion of a Business Combination, subject to certain limited exceptions.
A total of $127,765,000 of
the net proceeds from the IPO and the sale of the Private Placement Units was placed in the Trust Account. The proceeds held in the Trust
Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury
obligations.
In connection with the IPO,
the Company incurred $7,282,500 in transaction costs, including $2,530,000 in cash of underwriting commissions, $4,427,500 of business
combination marketing fee, and $325,000 of other offering costs.
There has been no material
change in the planned use of the proceeds from the IPO and the sale of the Private Placement Units as is described in our final prospectus
dated October 26, 2021 and filed with the SEC on October 28, 2021.
ITEM 6. RESERVED
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.