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Deep Medicine Acquisition Corp. - DMAQ

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SPAC Stats

Market Cap: 126.2M
Average Volume: 60.8K
52W Range: $9.70 - $11.00
Weekly %: +0.20%
Monthly %: -0.20%
Inst Owners: 46


Target: Searching
Days Since IPO: 210
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one right
Trust Size: 10000000.0M


Our officers and directors are as follows: Name Age Position Humphrey P. Polanen 72 Chief Executive Officer and Chairman of the Board Weixuan Luo 48 Chief Financial Officer Ronald M. Razmi, MD 51 Director Tina Spires 44 Director HongLiang Ren 41 Director Bryant E. Fong 48 Director Marc A. Hamer 48 Director Wanlei Miao 37 Director ____________ Humphrey P. Polanen, our Chief Executive Officer and Chairman of the Board since September 2020, is the Chief Executive Officer and managing member of NeoVista Ventures LLC, a private equity investment fund. Mr. Polanen was the director of Heritage Commerce Corp (Nasdaq: HTBK), a bank holding company offering a wide array of business and personal banking services, from 1994 to April 2016. Since 1999, Mr. Polanen has been actively involved as an investor and director in various venture capital backed companies in the technology industry, and has served as a director of various private equity funds. He was the Managing Director of Internet Venture Partners BV, an investment firm, from 2000 to 2004. Prior to joining Internet Ventures, he served in various executive positions with Sun Microsystems and Tandem Computers. Mr. Polanen is a director (and former Chairman of the Board) of St. Bernard Software, a publicly traded Internet security company. Mr. Polanen practiced corporate law for over 10 years at the beginning of his career. He has a Bachelor of Arts degree from Hamilton College and a Juris Doctor degree from Harvard University. Mr. Polanen is well qualified to serve as a director due to his experience as an executive, investor, director and business manager with advanced technology companies and private equity firms. Weixuan Luo, our Chief Financial Officer since inception, is a founding partner of L&L CPAS, PA, a PCAOB registered public accounting firm since October 2013. She has also been serving as the President of American Aeolian Travel Inc., a travel agency, since May 2012. She has been a Senior Manager at Greentree Financial Group Inc. providing financial advisory services to public companies since May 2003. Ms. Luo was a founder and Chief Financial Officer of Proficient Alpha Acquisition Corp. (Nasdaq: PAAC), which completed its initial business combination in June 2020. Ms. Luo has worked with publicly traded companies for over a decade in a broad array of services, including audits, tax preparation, risk assessment, financial analysis and financial statements preparation. Ms. Luo is Certified Public Accountant in North Carolina and Florida and a member of American Institute of CPAs. Ms. Luo received her Master’s degree in Economics and Finance from the University of North Carolina. Ronald M. Razmi, MD, our director since December 2020, is the founder and Chief Executive Officer of Kinders, a medical AI advisory and technology company with focus on applications of AI in life sciences and healthcare delivery systems, which was founded in September 2016. Prior to that, Dr. Razmi was the founder and Chief Executive Officer of Acupera, Inc., a software platform to enable population health management at scale and intelligent automation of clinical workflows. From 2009 to August 2011, he was an associate director of Navigant, a management consulting company. From 2007 to 2009, he was a consultant at McKinsey & Company, a management consultant company, with focus on strategy and commercialization of novel technologies in clinical environments. Dr. Razmi was a cardiologist at the Care Group, LLC from September 2003 to December 2006. He completed his medical training at the Mayo Clinic and holds a B.S. in biology from Southern Methodist University and an MBA from Northwestern University’s Kellogg School of Management. Dr. Razmi is well qualified to serve as a director due to his extensive clinical, business, and technical expertise to addressing key issues facing healthcare organizations. Tina Spires, our director since June 2021, is an emergency medicine physician at The Cleveland Clinic in Florida. Prior to The Cleveland Clinic, she was clinical faculty for the emergency medicine program for the University of Miami at Jackson Memorial Hospital. Dr. Spires was core and clinical faculty for the Emergency Medicine residency at Mount Sinai Medical Center. She is a National Board examiner for emergency medicine boards. She attended Baylor University followed by Nova Southeastern College of Osteopathic Medicine where she simultaneously earned her Master’s degree in public health and medical degree. Dr. Spires is well qualified to serve as a director due to her extensive clinical expertise in the medical field. 83 Table of Contents HongLiang Ren, our director since March 2021, is the founder and Chief Executive Officer of Orient Excellent Asset Management Co., Ltd., an asset management company which was founded in December 2017. Prior to that, he was the U.S. Chief Executive Officer and Overseas Smart Terminal President of, an internet information and technology company, from June 2016 to June 2017. From August 2004 to April 2016, he served as Regional President at Huawei Consumer Business Group and was responsible for smartphones and other consumer products. He was the General Manager of ODM Department at Shenzhen Interchange Data Technology Co., Ltd., an internet technology company in China from September 2003 to July 2004. He served as the General Manager of Nanjing Branch of Konka Telecommunication Technology Co., Ltd., a manufacturer of electronics products in China, from July 2001 to August 2003. He received his Bachelor’s degree in business administration from Nanjing University. Mr. Ren is well qualified to serve as a director due to his extensive expertise in technology research. Bryant E. Fong, our director since December 2020, is a founding Managing Director and General Partner at Biomark Capital Fund, a life sciences private equity firm formed in 2013 (“Biomark Capital”). Mr. Fong is the co-founder and interim Chief Executive Officer of i2Dx, a Biomark Capital portfolio company, that has developed a proprietary AI/Machine Learning target discovery/validation platform using real world outcomes in Alzheimer’s Disease to identify novel targets based on human genetics. Prior to Biomark Capital, Mr. Fong was a Managing Director and General Partner of Burrill & Company, where he spent almost 16 years investing in and managing investments in private and public companies in the biotechnology industry. Mr. Fong currently serves on the Boards of Directors of a number of life science companies, including ADMA Biologics, Inc. (Nasdaq: ADMA), Eden Biologics and i2Dx. Mr. Fong earned his Bachelor’s degree with honors in Molecular and Cell Biology-Biochemistry from the University of California, Berkeley. Mr. Fong is well qualified to serve as a director due to his extensive experience in the biotechnology industry. Marc A. Hamer, our director since August 2020, has been the Executive Vice President, CIO and CTO of Orgill, Inc., a hardlines distributor. From 2016 to 2019, Mr. Hamer was the Corporate VP, Customer Experience, CIO and CDO of Sealed Air Corporation, a packaging company. Prior to that, Mr. Hamer was the Global Chief Information Officer at Babcock & Wilcox, a provider of energy and environmental technologies and services for power, renewable and industrial markets, from 2013 to 2016. From 2007 to 2013, Mr. Hamer was Vice President of Thermo Fisher Scientific Inc. (NYSE: TMO), a biotechnology company. Mr. Hamer sits on Advisory boards for the Global CIO Executive Summit, PTC, Insight Venture Management, FireMon and Nutanix. He is also a member of the CNBC Technology Executive Council. Mr. Hamer earned his Bachelor’s degree in management information system from Pennsylvania State University and his Master’s degree in business administration specializing in finance from the University of Phoenix. Mr. Hamer is well qualified to serve as a director due to his extensive technology and digital experience. Wanlei Miao, our director since June 2021, is a partner at SAIFAMC, which is a subsidiary company of SAIF Partners, private equity firm. Prior to that, Mr. Miao was the general manager and head of the Beijing branch of Bank of Huaxing from January 2016 to August 2015. From December 2014 to January 2016, Mr. Miao was the general manager at the financial market department of Lion Asset Management Company. Mr. Miao received his Bachelor’s degree in international business management from University of Westminster and his Master’s degree in Msc-Marketing Management from University of Surrey. Mr. Miao is well qualified to serve as a director due to his extensive experience in capital investment. Involvement in Certain Legal Proceedings Except as described below, to the best of our knowledge, none of our directors or executive officers has, during the past ten years: • been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); • had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; • been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; • been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; • been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 84 Table of Contents • been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. In August 2017, Ms. Weixuan Luo was disciplined and fined by the PCAOB due to a violation of Auditing Standard #7 under PCAOB Release No. 105-2017-034, for not observing the two year cooling off period and serving as the engagement review partner before the period had run on two audit engagements. As a result, she agreed to implement several remedial measures. The disciplinary action did not require any amendment to the completed audits or question the quality of the audit work completed. She was fined by the North Carolina Board of Accountancy in connection with the PCAOB order. Also in connection with the PCAOB order, she was found in violation of section 5100(1) of the California Accountancy Act by the California Board of Accountancy (the “CBA”) and referred to the California Attorney General’s Office for review and the Florida Department of Business and Professional Regulation filed an administrative complaint against her before the Florida Board of Accountancy (the “FBA”). On August 2, 2019, Ms. Luo’s firm, L&L CPAs PA, was censured and fined $5,000.00 by the CBA and ordered to pay the legal cost of $8,712.50 to the CBA. On December 13, 2019, the FBA accepted a settlement with Ms. Luo, pursuant to which Ms. Luo’s license was reprimanded, and Ms. Luo was fined $1,000.00 by the FBA and ordered to pay the legal cost of $70.48 to the FBA. Number and Terms of Office of Officers and Directors We have seven directors. Our board of directors are divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Tina Spires, Bryant E. Fong, HongLiang Ren and Marc A. Hamer will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Humphrey P. Polanen, Ronald M. Razmi and Wanlei Miao, will expire at the second annual meeting of stockholders. Our amended and restated certificate of incorporation will provide that our board of directors may be removed with cause by the affirmative vote of the holders of a majority of the voting power of all of our outstanding stock. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Tina Spires, Bryant E. Fong, HongLiang Ren, Marc A. Hamer and Wanlei Miao are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation Other than as disclosed herein, none of our officers and directors has received any cash compensation for services rendered to us. We pay Weixuan Luo, our Chief Financial Officer, monthly fees of $5,000 for her services commencing on August 1, 2020. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. We will also issue to our officers and directors an aggregate of 300,000 post business combination shares within 10 days following the business combination, with the same lock-up restrictions and registration rights as the founder shares. Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our 85 Table of Contents initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Marc A. Hamer and Wanlei Miao will serve as members of our audit committee, and Bryant E. Fong will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Bryant E. Fong, Marc A. Hamer and Wanlei Miao meet the i

Holder Stats

1 0
% of Shares Held by All Insider 4.63%
% of Shares Held by Institutions 96.88%
% of Float Held by Institutions 101.58%
Number of Institutions Holding Shares 46

Mutual Fund Holders

Holder Shares Date Reported Value % Out
AQR Funds-AQR Diversified Arbitrage Fd 152927 2021-12-30 1501743 1.21
Saba Capital Income & Opportunities Fd 65115 2022-01-30 643987 0.51
Collaborative Inv Ser Tr-SPAC and New Issue ETF 57736 2021-12-30 566967 0.45999999999999996
RiverNorth/DoubleLine Strategic Opportunity Fund 35646 2021-12-30 350043 0.27999999999999997
RiverNorth Opportunities Fd 28601 2022-01-30 282863 0.22999999999999998
Fidelity NASDAQ Composite Index Fund 21476 2022-02-27 212397 0.16999999999999998
First Tr Exchange Traded Fd-First Trust Alternative Opportunities Fd 1764 2021-12-30 17322 0.01

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2022-05-17 Saba Capital Management L.P. 1,009,157 $10,040,000 0.1% +11.2% 6.142%
2022-05-16 Hsbc Holdings PLC 300,000 $2,980,000 0.0% 0 1.826%
2022-05-12 Commonwealth of Pennsylvania Public School Empls Retrmt SYS 50,000 $500,000 0.0% 0 0.304%
2022-05-10 Karpus Management Inc. 1,982,611 $19,690,000 0.6% -1.7% 12.065%
2022-05-06 Arena Investors LP 5,874 $59,000 0.0% 0 0.036%
2022-05-04 Wolverine Asset Management LLC 343,243 $3,400,000 0.0% -4.5% 2.089%
2022-04-27 Mizuho Securities USA LLC 834,446 $8,220,000 1.2% +4.2% 5.078%
2022-03-15 Beryl Capital Management LLC 612,262 $6,010,000 0.3% 0 3.726%
2022-03-03 Walleye Capital LLC 140,800 $1,380,000 0.0% 0 0.857%
2022-02-19 Walleye Trading LLC 79,200 $780,000 0.0% 0 0.482%
2022-02-18 SkyView Investment Advisors LLC 100,000 $980,000 0.2% 0 0.609%
2022-02-16 Oaktree Capital Management LP 425,000 $4,170,000 0.0% 0 2.586%
2022-02-15 Saba Capital Management L.P. 907,141 $8,910,000 0.1% 0 5.520%
2022-02-15 Schonfeld Strategic Advisors LLC 19,800 $190,000 0.0% 0 0.120%
2022-02-15 Karpus Management Inc. 2,016,347 $19,800,000 0.6% 0 12.270%
2022-02-15 Marshall Wace LLP 339,022 $3,330,000 0.0% 0 2.063%
2022-02-15 Millennium Management LLC 33,000 $320,000 0.0% 0 0.201%
2022-02-14 D. E. Shaw & Co. Inc. 561,784 $5,520,000 0.0% 0 3.419%
2022-02-14 Bluefin Capital Management LLC 14,975 $150,000 0.0% 0 0.091%
2022-02-14 Whitebox Advisors LLC 250,000 $2,460,000 0.1% 0 1.521%
2022-02-14 Radcliffe Capital Management L.P. 70,000 $690,000 0.0% 0 0.426%
2022-02-11 Geode Capital Management LLC 21,476 $210,000 0.0% 0 0.131%
2022-02-10 Dakota Wealth Management 34,525 $340,000 0.0% 0 0.210%
2022-02-10 Citigroup Inc. 36,201 $360,000 0.0% 0 0.220%
2022-02-09 Wolverine Asset Management LLC 359,494 $3,530,000 0.0% 0 2.188%
2022-02-09 Context Capital Management LLC 198,000 $1,940,000 0.2% 0 1.205%
2022-02-09 Yakira Capital Management Inc. 750,000 $7,370,000 0.9% 0 4.564%
2022-02-04 Mint Tower Capital Management B.V. 194,190 $1,910,000 0.2% 0 1.182%
2022-01-28 Mizuho Securities USA LLC 801,010 $7,850,000 0.7% 0 4.874%