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Deep Medicine Acquisition (DMAQ) terminates Business Combination Agreement with Chijet

September 30, 2022 8:25 AM EDT

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Deep Medicine Acquisition (NASDAQ: DMAQ) disclosed:

As previously disclosed by Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 18, 2022 (the “Prior Form 8-K”), the Company entered into a definitive Business Combination Agreement, dated July 12, 2022 (as may be amended or supplemented from time to time, 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”). Defined terms used herein without definition shall have the meanings given in the Business Combination Agreement and all references to “Sections” refer to the Business Combination Agreement.

Also, as previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on September 12, 2022, the Company entered into Amendment No. 1 to the Business Combination Agreement on September 6, 2022 (“Amendment No. 1”) with Chijet, the Sellers named therein (who hold in excess of 50% of Chijet’s outstanding shares), Pubco, and Merger Sub (collectively, the “Parties”). Pursuant to the terms of Amendment No. 1, the Parties amended and restated Section 2.2(c) of the Business Combination Agreement in its entirety to provide that the Due Diligence Period is extended until and ending on September 20, 2022 (the “Diligence Expiration Date”). Such Section 2.2(c) provides for the Due Diligence Period for the same purposes as specified in the originally filed Business Combination Agreement in such section, namely to (i) undertake a due diligence review of the Company Entities and their operations; and (ii) complete the Company’s own determination of the Valuation (the “Revised Valuation”). The Company agreed to notify Chijet of the Revised Valuation at or prior to the end of the Diligence Expiration Date. Other than as amended therein, Amendment No. 1 provided that the Business Combination Agreement shall remain in full force and effect.

On September 16, 2022, the Parties entered into Amendment No. 2 to the Business Combination Agreement (“Amendment No. 2”) to extend the Diligence Expiration Date until September 30, 2022. Other than this extension, Amendment No. 2 has the same content of Amendment No. 1, and Amendment No. 2 provides that the Business Combination Agreement shall remain in full force and effect.

Termination of the Business Combination Agreement

On September 26, 2022 (the “Termination Date”), the Company terminated the Business Combination Agreement pursuant to a termination notice it sent to Chijet and Pubco on the Termination Date (the “Termination Notice”). The Termination Notice was sent pursuant to the provisions of Sections 2.2(e), 2.2(f), 11.1(h) and 11.1(i) of the Business Combination Agreement (collectively, the “Termination”).

The Company is not obligated to pay any penalties pursuant to the terms of the Business Combination Agreement as a result of the Termination.



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