As filed with the U.S. Securities and Exchange Commission on October 26, 2021. 

Registration No. 333-    

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Deep Medicine Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   6770   85-3269086
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

595 Madison Avenue, 12th Floor

New York, NY 10017

Telephone: (917) 289-2776

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Humphrey P. Polanen

Chief Executive Officer

595 Madison Avenue, 12th Floor

New York, NY 10017

Telephone: (917) 289-2776

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

Copies to:

Barry Grossman, Esq.
Lijia Sanchez, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Telephone (212) 370-1300
 

Ralph De Martino, Esq.

Cavas Pavri, Esq.

Schiff Hardin

901 K Street NW, Suite 700

Washington, DC 20001

Telephone: (202) 778-6400

  

Approximate date of commencement of proposed sale to the public:

 

As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. 

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   333-259500

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

   
   

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

  Large accelerated filer Accelerated filer Non-accelerated filer
  Smaller reporting company Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

   
   

 

 CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered   Amount Being
Registered
  Proposed
Maximum
Offering
Price per
Security(1)
    Proposed
Maximum
Aggregate
Offering
Price(1)
    Amount of
Registration
Fee
 
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one right (2)   1,150,000 Units   $ 10.00     $ 11,500,000     $ 1,066.05  
Shares of Class A common stock included as part of the units(3)   1,150,000 Shares                 (4)
Rights included as part of the units (3)   1,150,000 Rights                        
Shares underlying rights included as part of units (3)   115,000 Shares                 (4)
Representative’s Warrants (3)   57,500 Warrants   $ 12.00     $ 690,000     $ 63.96  
Representative’s Shares (3)   9,200 Shares   $ 10.00     $ 92,000     $ 8.53  
Total               $ 12,282,000     $ 1,138.54 (5)

 

  (1) Estimated solely for the purpose of calculating the registration fee.

 

  (2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-259500).

 

  (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

  (4) No fee pursuant to Rule 457(g) under the Securities Act.

 

  (5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $122,820,000 on its Registration Statement on Form S-1, as amended (File No. 333-259500), which was declared effective by the Securities and Exchange Commission on October 26, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $12,282,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. 

   
   

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed by Deep Medicine Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-259500) (the “Prior Registration Statement”), initially filed by the Registrant on September 13, 2021 and declared effective by the Securities and Exchange Commission on October 26, 2021. This Registration Statement covers the registration of an additional 1,150,000 of the Registrant’s units, each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one right entitling the holder thereof to receive one-tenth (1/10) of one share of the Registrant’s Class A common stock, additional 57,500 representative's warrants and additional 9,200 representative's shares. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of October 27, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than October 27, 2021.   

  
   

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-259500) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

EXHIBIT INDEX

 

Exhibit No.   Description
5.1   Opinion of Ellenoff Grossman & Schole LLP.
     
23.1   Consent of Malone Bailey LLP.
     
23.2   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1).

   

  

  
   

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 26th day of October, 2021.

 

  Deep Medicine Acquisition Corp.
   
  By: /s/ Humphrey P. Polanen
    Humphrey P. Polanen
    Chief Executive Officer

  

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on October 26, 2021.

  

Name   Position
     
/s/ Humphrey P. Polanen   Chief Executive Officer and Chairman of the Board
Humphrey P. Polanen   (Principal Executive Officer) 
     
/s/ Weixuan Luo   Chief Financial Officer
Weixuan Luo   (Principal Financial and Accounting Officer) 
     
/s/ Ronald M. Razmi   Director
Ronald M. Razmi, MD    
     
/s/ Tina Spires   Director
Tina Spires    
     
/s/ HongLiang Ren   Director
HongLiang Ren    

 

/s/ Bryant E. Fong

  Director
Bryant E. Fong    
     
/s/ Marc A. Hamer   Director
Marc A. Hamer    
     
/s/ Wanlei Miao   Director
Wanlei Miao    

 

 

  
   

 

 

  

 

 

 

 

 


Exhibit 5.1

 

October 26, 2021

 

Deep Medicine Acquisition Corp.

595 Madison Avenue, 12th Floor

New York, NY 10017

 

  Re: Registration Statement of Deep Medicine Acquisition Corp.

 

Ladies and Gentlemen:

 

We have acted as counsel to Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”) in connection with the filing by the Company with the U.S. Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “462 (b) Registration Statement”) for the purpose of registering with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), the sale by the Company of (a) up to 1,150,000 additional units of the Company (collectively the “Units”), with each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one right of the Company, each right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock (the “Rights”), (b) all Common Stock and all Rights to be issued as part of the Units, (c) the shares of Common Stock underlying the Rights (the “Right Shares”), (d) up to 57,500 warrants issuable to I-Bankers Securities, Inc. (“I-Bankers”) and/or its designees, each warrant entitling the holder thereof to purchase one share of Common Stock (the “Representative’s Warrants”) and (e) up to 9,200 shares of Common Stock issuable to I-Bankers and/or its designees (the “Representative’s Shares”). The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-259500) (the “Registration Statement”), initially filed by the Company with the Commission on September 13, 2021 and declared effective by the Commission on October 26, 2021.

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

 

Based upon the foregoing, we are of the opinion that:

 

1. Units. When the 462(b) Registration Statement becomes effective under the Act, and when the offering is completed as contemplated by the Registration Statement and the 462(b) Registration Statement, such Units will be legally binding obligations of the Company, enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Rights Agreement; and (e) with respect to the Common Stock, we express no opinion to the extent that, notwithstanding its current reservation of shares of Common Stock, future issuances of securities, including the Common Stock, of the Company and/or adjustments to outstanding securities, including the Rights underlying the Units, of the Company may cause the number of shares of Common Stock underlying the Units, including the Common Stock issuable upon conversion of the Rights underlying the Units, to exceed the number that remain authorized but unissued.

 

   
   

2. Common Stock. When the 462(b) Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement and the 462(b) Registration Statement, the shares of Common Stock underlying the Units will be validly issued, fully paid and non-assessable.

 

3. Rights. When the 462(b) Registration Statement becomes effective under the Act and when the Rights underlying the Units are issued and delivered as part of the Units, as contemplated by the Registration Statement and the 462(b) Registration Statement, such Rights will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Rights Agreement; and (e) with respect to the Common Stock, we express no opinion to the extent that, notwithstanding its current reservation of shares of Common Stock, future issuances of securities, including the Common Stock, of the Company and/or adjustments to outstanding securities, including the Rights, of the Company may cause the Rights to be converted into more shares of Common Stock than the number that remain authorized but unissued.

 

4. Right Shares. When the 462(b) Registration Statement becomes effective under the Act and the Right Shares issued and delivered by the Company as contemplated by the Registration Statement and the 462(b) Registration Statement, the Right Shares will be validly issued, fully paid and non-assessable.

 

5. Representative’s Warrants. When the 462(b) Registration Statement becomes effective under the Act and when the Representative’s Warrants are issued, delivered and paid for, as contemplated by the Registration Statement and and the 462(b) Registration Statement, such Representative’s Warrants will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Representative’s Warrant Agreement; (e) with respect to the Common Stock underlying the Representative’s Warrants, we express no opinion to the extent that, notwithstanding its current reservation of shares of Common Stock, future issuances of securities, including the Common Stock, of the Company and/or adjustments to outstanding securities, including the Representative’s Warrants, of the Company may cause the Representative’s Warrants to be exercisable for more shares of Common Stock than the number that remain authorized but unissued and (f) we have assumed the Exercise Price (as defined in the Representative’s Warrant Agreement) will not be adjusted to an amount below the par value per share of the Common Stock.

 

6. Representative’s Shares. When the 462(b) Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement and the 462(b) Registration Statement, the Representative’s Shares will be validly issued, fully paid and non-assessable.

 

Our opinion herein is expressed solely with respect to the Delaware General Corporation Law of the State of Delaware and, as to the Units and Rights constituting legally binding obligations of the Company, solely with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the 462(b) Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the 462(b) Registration Statement should the law be changed by legislative action, judicial decision or otherwise. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Not in limitation of the foregoing, we are not

   
   

 

rendering any opinion as to the compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

We hereby consent to the use of this opinion as an exhibit to the 462(b) Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement, the 462(b) Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 

Very truly yours,

 

/s/ Ellenoff Grossman & Schole LLP  
Ellenoff Grossman & Schole LLP  

 

   
   

 

 

 

 

 

 


Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the inclusion by reference in this Registration Statement on Form S-1 of our report dated August 2, 2021 with respect to the audited financial statements of Deep Medicine Acquisition Corp. as of March 31, 2021 and the related statements of operations, changes in stockholders’ equity and cash flow statement for the period from July 8, 2020 (inception) through March 31, 2021. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

We also consent to the references to us under the heading “Experts” in such Registration Statement.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

October 26, 2021