Chijet Inc. entered into a definitive business combination agreement to acquire Deep Medicine Acquisition Corp. (NasdaqGM:DMAQ) from Bright Vision Sponsor LLC and others for $2.3 billion in a reverse merger transaction on July 12, 2022. Business combination agreement with Deep Medicine Acquisition Corp. values Chijet's operating companies at $2.55 billion (based on 100% ownership). The total consideration to be paid by Deep Medicine Acquisition to Chijet for the purchased shares shall be an aggregate number of Deep Medicine Acquisition'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 of September 12, 2022, the Company entered into Amendment No. 1 to the Business Combination Agreement on September 6, 2022, 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. 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. During the sixty day period following the date of the business combination agreement (the “Due Diligence Period”), Deep will undertake a due diligence review of Chijet and their subsidiaries and their respective operations and complete the Deep's determination of the Valuation (the “Revised Valuation”). If Deep 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 Deep 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 Deep's delivery of notice thereof (the “Negotiation Period”), the parties will reasonably cooperate to agree on a revised amount of Exchange Consideration. In the proposed transaction, both Chijet and DMAQ will be combined and is expected to be listed on the Nasdaq Stock Market (“Nasdaq”). Hongwei Mu, Chairman of Chijet, and the existing leadership team will lead the combined company.

The transaction is subject to approval by DMAQ stockholders, completion of DMAQ's satisfactory due diligence review of Chijet within 60 days of entering into the business combination agreement and is subject to other customary closing conditions, including the U.S. Securities and Exchange Commission (“SEC”) declaring Deep Medicine's registration statement effective, Deep Medicine having at least $5,000,001 in net tangible assets as of the closing, after giving effect to the completion of the redemption and any private placement financing, the Exchange Shares shall have been approved for listing on Nasdaq, subject only to the official notice of issuance, Deep Medicine's Charter Amendment, minimum cash condition, each of the non-competition agreement and each lock-up agreement shall be in full force and effect in accordance with the terms thereof as of the closing and the expiration of the applicable HSR Act waiting period. The boards of directors of DMAQ and Chijet have unanimously approved the proposed transaction. The transaction is expected to close by the end of the fourth quarter of 2022. Laura Anthony of Anthony L.G., PLLC acted as legal advisor to Deep Medicine Acquisition. Barry I. Grossman and Matthew A. Gray of Ellenoff Grossman & Schole LLP and Frank Xu of AllBright Law Offices acted as legal advisors to Chijet.

Chijet Inc. cancelled the acquisition of Deep Medicine Acquisition Corp. (NasdaqGM:DMAQ) from Bright Vision Sponsor LLC and others on September 26, 2022. The Company is not obligated to pay any penalties pursuant to the terms of the Business Combination Agreement as a result of the Termination. Deep Medicine Acquisition Corp found issues tied to the operations of the car company and those issues created problems in finding a proper valuation for the de-SPAC under consideration.