Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 23, 2022, Deep Medicine Acquisition Corp. (the "Company") filed an amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Charter Amendments"). The Charter Amendments (i) extend the date by which the Company must consummate its initial business combination from January 29, 2023 to July 29, 2023, or such earlier date as determined by the Company's board of directors and (ii) provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial business combination.

The foregoing description is qualified in its entirety by reference to the Charter Amendments, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved the Charter Amendments to (i) extend the date by which the Company must consummate its initial business combination from January 29, 2023 to July 29, 2023, or such earlier date as determined by the Company's board of directors (the "Extension Amendment Proposal") and (ii) provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial business combination (the "Founder Share Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:




   For       Against   Abstain   Broker Non-Votes
12,906,590      3         0             0




The final voting results for the Founder Share Amendment Proposal were as
follows:


   For       Against   Abstain   Broker Non-Votes
12,906,590      3         0             0

The Company's stockholders also re-elected each of Tina Spires, HongLiang Ren, and John Chiang as Class I directors of the Board until the annual meeting of the Company to be held in 2024 or until their successors are appointed and qualified (the "Director Election Proposal").

The final voting results for the Director Election Proposal were as follows:




                    For           Withhold
 Tina Spires      11,593,238       1,313,355
HongLiang Ren     11,254,780       1,651,813
 John Chiang      12,906,590               3

Stockholders holding 11,819,790 shares of the Company's Class A common stock ("Public Shares") exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account. As a result, approximately $121,034,649.60 million (approximately $10.24 per share) will be removed from the Company's trust account to pay such holders. Following redemptions, the Company will have 830,210 Public Shares outstanding.

Stockholders holding all of the issued and outstanding Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one basis. As a result, 3,162,500 shares of Class B common stock of the Company will be cancelled, and 3,162,500 shares of Class A Common Stock will be issued to such converting Class B stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:






Exhibit No.   Description of Exhibits
3.1             Amendment to the Second Amended and Restated Certificate of
              Incorporation.
104           Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the inline XBRL document)

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