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Item 5. Market for Registrant’s Common Equity

2023-05-31 compared with 2022-06-24 · 49 added, 86 removed, 0 unchanged (100% of the section changed)

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.

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.

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

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

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.

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

Such securities were issued in connection with our organization pursuant to the

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

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.

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

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.

for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

public shares and rights are each currently traded on the Nasdaq Capital Market under the symbols “DMAQ” and “DMAQR”,

respectively.

Our units traded on the Nasdaq Global Market under the symbol “DMAQU”.

However, on December 2, 2021, the units

ceased public trading, and the public shares and rights underlying the units commenced trading separately on the Nasdaq Global Market.

February 15, 2023, we received approval from the Nasdaq Listing Qualifications Department of Nasdaq that our application to transfer

the listing of the public shares and rights from the Nasdaq Global Market to the Nasdaq Capital Market was approved.

The public shares

and rights were transferred to the Nasdaq Capital Market at the opening of business on February 17, 2023 and continue to trade under

the symbol “DMAQ” and “DMAQR,” respectively.

The Nasdaq Capital Market operates in substantially the same manner

as the Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance

requirements.

May 26, 2023, there were 8 holders of record of our Class A common stock and 1 holder of record of our rights.

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 our 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 condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent

to our initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors

is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur

any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive

covenants we may agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities

December 23, 2022, we held the 2022 Special Meeting at which our stockholders approved, among other things, an amendment to our amended

and restated certificate of incorporation to provide for the right of a holder of Class B common stock to convert into Class A common

stock on a one-for-one basis prior to the closing of an initial business combination.

on December 23, 2022, stockholders holding all of the issued and outstanding Class B common stock elected to convert their Class B common

stock into Class A common stock on a one-for-one basis.

As a result, 3,162,500 shares of Class B common stock were cancelled, and 3,162,500

shares of Class A common stock were issued to such holders of the converting Class B common stock.

of Proceeds from the Initial Public Offering

a description of the use of proceeds generated in our initial public offering and private placement, see Part II, Item 2 of our Quarterly

Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 15, 2021.

There has been no

material change in the planned use of proceeds from our initial public offering and private placement as described in the IPO Registration

The specific investments in our trust account may change from time to time.

of Equity Securities by the Issuer and Affiliated Purchasers

December 23, 2022, we held the 2022 Special Meeting at which our stockholders approved, among other things, an amendment to our amended

and restated certificate of incorporation to extend the date by which we must consummate an initial business combination to July 29,

2023, or such earlier date as determined by the board of directors.

In connection with the vote to approve the Second Extension, the

holders of 11,819,790 public shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the trust

As a result, approximately $121 million (approximately $10.24 per share) was removed from the trust account to pay such holders.

were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.

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-K

Item 5. Market for Registrant’s Common Equity