[ad_1]
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.
2
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.
3
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
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
Exhibit No. Description
2.1* Business Combination Agreement dated July 12, 2022, among Deep
Medicine Acquisition Corp., Chijet Inc., Chijet Motor Company, Inc.,
Chijet Motor (USA) Company, Inc. and the Sellers named therein
10.1 Support Agreement dated July 12, 2022, among Deep Medicine
Acquisition Corp., Bright Vision Sponsor LLC, Chijet Inc. and Chijet
Motor Company, Inc.
10.2 Form of Lock-Up Agreement
10.3 Form of Amended and Restated Registration Rights Agreement
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
* Certain of the exhibits, appendices, annexes and/or schedules to this Exhibit
have been omitted in accordance with Regulation S-K Item 601(b)(2). The
Registrant agrees to furnish supplementally a copy of all omitted exhibits,
annexes, appendices and schedules to the Securities and Exchange Commission upon
its request.
11
© Edgar Online, source Glimpses
Source link
