Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Mar. 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-41930 | |
Entity Registrant Name | Perfect Moment Ltd. | |
Entity Central Index Key | 0001849221 | |
Entity Tax Identification Number | 86-1437114 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 307 Canalot Studios | |
Entity Address, Address Line Two | 222 Kensal Road | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | W10 5BN | |
City Area Code | +44 | |
Local Phone Number | (0)204 558 8849 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | PMNT | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,653,449 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 3,370 | $ 4,712 |
Restricted cash | 173 | |
Accounts receivable, net | 3,487 | 997 |
Inventories, net | 3,750 | 2,262 |
Prepaid and other current assets | 679 | 708 |
Total current assets | 11,459 | 8,679 |
Non-current assets: | ||
Property and equipment, net | 571 | 833 |
Operating lease right of use asset | 80 | 297 |
Deferred offering costs | 923 | |
Other non-current assets | 51 | 12 |
Total non-current assets | 1,625 | 1,142 |
Total Assets | 13,084 | 9,821 |
Current liabilities: | ||
Trade payables | 2,068 | 1,289 |
Accrued expenses | 2,900 | 1,390 |
Trade finance facility | 999 | 26 |
Convertible debt obligations | 11,862 | 10,770 |
Operating lease obligations, current portion | 66 | 299 |
Unearned revenue | 505 | 180 |
Total current liabilities | 18,400 | 13,954 |
Non-current liabilities: | ||
Operating lease obligations, long-term portion | 15 | 8 |
Total non-current liabilities | 15 | 8 |
Total Liabilities | 18,415 | 13,962 |
Shareholders’ deficit: | ||
Common stock; $0.0001 par value; 100,000,000 shares authorized; 5,233,402 shares and 4,824,352 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively | ||
Series A and Series B convertible preferred stock; $0.0001 par value; 10,000,000 shares authorized: 6,513,780 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively | 1 | 1 |
Additional paid-in capital | 38,107 | 35,910 |
Accumulated other comprehensive (loss)/income | (204) | 203 |
Accumulated deficit | (43,235) | (40,255) |
Total shareholders’ deficit | (5,331) | (4,141) |
Total Liabilities and Shareholders’ Deficit | $ 13,084 | $ 9,821 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,233,402 | 4,824,352 |
Common stock, shares outstanding | 5,233,402 | 4,824,352 |
Series A and Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 6,513,780 | 6,513,780 |
Preferred stock, shares outstanding | 6,513,780 | 6,513,780 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||||
Total Revenue | $ 12,726 | $ 16,146 | $ 19,602 | $ 19,426 |
Cost of goods sold | (7,860) | (9,944) | (11,966) | (12,325) |
Gross Profit | 4,866 | 6,202 | 7,636 | 7,101 |
Operating Expenses: | ||||
Selling, general and administrative expenses | (2,659) | (2,442) | (6,839) | (9,762) |
Marketing and advertising expenses | (1,479) | (1,440) | (3,081) | (3,309) |
Total operating expenses | (4,138) | (3,882) | (9,920) | (13,071) |
Gain/(loss) from operations | 728 | 2,320 | (2,284) | (5,970) |
Interest expense | (403) | (489) | (1,169) | (1,411) |
Foreign currency transaction gains/(losses) | 879 | 1,436 | 473 | (457) |
Net income/(loss) | 1,204 | 3,267 | (2,980) | (7,838) |
Other comprehensive gains/(losses) | ||||
Foreign currency translation (losses)/gains | (758) | (923) | (407) | 645 |
Comprehensive income/(loss) | $ 446 | $ 2,344 | $ (3,387) | $ (7,193) |
Net income/(loss) per share to common stockholders - basic | $ 0.23 | $ 0.68 | $ (0.58) | $ (1.64) |
Net income/(loss) per share to common stockholders - diluted | $ 0.08 | $ 0.24 | $ (0.58) | $ (1.64) |
Weighted average number of common shares outstanding - basic | 5,233,402 | 4,824,352 | 5,133,187 | 4,781,897 |
Weighted average number of common shares outstanding - diluted | 14,236,268 | 13,778,458 | 5,133,187 | 4,781,897 |
Wholesale Revenue [Member] | ||||
Revenues: | ||||
Total Revenue | $ 8,974 | $ 13,101 | $ 13,827 | $ 14,917 |
Ecommerce Revenue [Member] | ||||
Revenues: | ||||
Total Revenue | $ 3,752 | $ 3,045 | $ 5,775 | $ 4,509 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Series A Convertible [Member] | Preferred Stock [Member] Series B Convertible [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 31, 2022 | $ 1 | $ 26,674 | $ (100) | $ (29,950) | $ (3,375) | ||
Balance, shares at Mar. 31, 2022 | 5,323,782 | 3,749,352 | |||||
Stock compensation expense for employee vested options | 95 | 95 | |||||
Issuance of preferred stock, net | 5,200 | 5,200 | |||||
Issuance of preferred stock, net, shares | 1,189,998 | ||||||
Foreign currency translation adjustment | 645 | 645 | |||||
Net income (loss) | (7,838) | (7,838) | |||||
Issuance of common stock | 3,795 | 3,795 | |||||
Issuance of common stock, shares | 1,075,000 | ||||||
Balance at Dec. 31, 2022 | $ 1 | 35,764 | 545 | (37,788) | (1,478) | ||
Balance, shares at Dec. 31, 2022 | 5,323,782 | 1,189,998 | 4,824,352 | ||||
Balance at Mar. 31, 2022 | $ 1 | 26,674 | (100) | (29,950) | (3,375) | ||
Balance, shares at Mar. 31, 2022 | 5,323,782 | 3,749,352 | |||||
Issuance of preferred stock, net, shares | |||||||
Balance at Dec. 31, 2023 | $ 1 | 38,107 | (204) | (43,235) | (5,331) | ||
Balance, shares at Dec. 31, 2023 | 5,323,782 | 1,189,998 | 5,233,402 | ||||
Balance at Sep. 30, 2022 | $ 1 | 34,356 | 1,468 | (41,055) | (5,230) | ||
Balance, shares at Sep. 30, 2022 | 5,323,782 | 829,100 | 4,824,352 | ||||
Stock compensation expense for employee vested options | (191) | (191) | |||||
Issuance of preferred stock, net | 1,599 | 1,599 | |||||
Issuance of preferred stock, net, shares | 360,898 | ||||||
Foreign currency translation adjustment | (923) | (923) | |||||
Net income (loss) | 3,267 | 3,267 | |||||
Balance at Dec. 31, 2022 | $ 1 | 35,764 | 545 | (37,788) | (1,478) | ||
Balance, shares at Dec. 31, 2022 | 5,323,782 | 1,189,998 | 4,824,352 | ||||
Balance at Mar. 31, 2023 | $ 1 | 35,910 | 203 | (40,255) | (4,141) | ||
Balance, shares at Mar. 31, 2023 | 1,189,998 | 4,824,352 | |||||
Stock compensation expense for employee vested options | 18 | 18 | |||||
Foreign currency translation adjustment | (407) | (407) | |||||
Net income (loss) | (2,980) | (2,980) | |||||
Issuance of common stock | 2,179 | 2,179 | |||||
Issuance of common stock, shares | 409,050 | ||||||
Balance at Dec. 31, 2023 | $ 1 | 38,107 | (204) | (43,235) | (5,331) | ||
Balance, shares at Dec. 31, 2023 | 5,323,782 | 1,189,998 | 5,233,402 | ||||
Balance at Sep. 30, 2023 | $ 1 | 38,103 | 554 | (44,439) | (5,781) | ||
Balance, shares at Sep. 30, 2023 | 5,323,782 | 1,189,998 | 5,233,402 | ||||
Stock compensation expense for employee vested options | 4 | 4 | |||||
Foreign currency translation adjustment | (758) | (758) | |||||
Net income (loss) | 1,204 | 1,204 | |||||
Balance at Dec. 31, 2023 | $ 1 | $ 38,107 | $ (204) | $ (43,235) | $ (5,331) | ||
Balance, shares at Dec. 31, 2023 | 5,323,782 | 1,189,998 | 5,233,402 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,980) | $ (7,838) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 437 | 408 |
Bad debt expense | 169 | (25) |
Inventory reserve | 419 | |
Unrealized foreign exchange loss | (371) | 440 |
Amortization of convertible debt finance costs | 493 | 767 |
Accrued interest | 600 | 560 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,571) | (4,667) |
Due from factor | (8) | |
Inventories | (1,822) | (1,094) |
Prepaid and other current assets | (158) | 253 |
Operating lease right of use asset | 217 | 127 |
Operating lease liability | (223) | (114) |
Trade payables | 704 | 165 |
Accrued expenses | 1,537 | (79) |
Unearned revenue | 268 | (259) |
Net cash used in operating activities | (3,078) | (6,361) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (194) | (277) |
Net cash used in investing activities | (194) | (277) |
Cash flows from financing activities: | ||
Deferred offering costs | (923) | |
Proceeds from trade finance facilities, net | 1,847 | 4,132 |
Repayment of trade finance facilities, net | (874) | (1,560) |
Proceeds from issuance of common shares, net | 2,179 | |
Proceeds from issuance of preference shares, net | 5,200 | |
Proceeds of other borrowings, net | 210 | |
Repayment of shareholder loan | (537) | |
Proceeds from convertible debt obligations, net | 2,709 | |
Net cash provided by financing activities | 2,229 | 10,154 |
Effect of Exchange Rate Changes on Cash | (126) | 149 |
Net Change in Cash and Cash Equivalents and Restricted Cash | (1,169) | 3,665 |
Cash and Cash Equivalents and Restricted Cash – beginning of the period | 4,712 | 1,575 |
Cash and Cash Equivalents and Restricted Cash – end of the period | 3,543 | 5,240 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Recognition of operating lease right of use assets and lease obligations | 404 | |
Employees [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation cost | 18 | 95 |
Legal and Consulting Services [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation cost | 3,795 | |
Marketing Services [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of marketing services | $ 185 | $ 1,113 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) Attributable to Parent | $ 1,204 | $ 3,267 | $ (2,980) | $ (7,838) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Non-Rule 10b51 Arrangement Adopted | false |
Non-Rule 10b51 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of operations Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or “PML” and, together with its subsidiaries unless the context otherwise requires, the “Company”), is an owner and operator of a luxury fashion brand that offers ski, surf, and activewear collections under the brand name Perfect Moment. The Company’s collections are sold directly to customers through e-commerce, sales to wholesale accounts and through other sales partnerships. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at December 31, 2023, results of operations for the three and nine months ended December 31, 2023 and 2022, consolidated statements of shareholders’ deficit for the three and nine months ended December 31, 2023 and 2022, and cash flows for the nine months ended December 31, 2023 and 2022. The Company’s results for the three and nine months ended December 31, 2023 are not necessarily indicative of the results expected for the full year. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our audited consolidated financial statements and footnotes for the fiscal year ended March 31, 2023, included in the Company’s final prospectus for its initial public offering (“IPO”) dated February 7, 2024 and filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2024. The terms “fiscal 2024” and “fiscal 2023” refer to the Company’s fiscal year ending March 31, 2024 and fiscal year ended March 31, 2023, respectively. The figures in the notes to the financials are presented in thousands, therefore the 000’s are removed. Principles of consolidation These unaudited condensed consolidated financial statements include the accounts of Perfect Moment Ltd. and its wholly owned subsidiaries; Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”) and Perfect Moment TM Sarl. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments which are, in the opinion of management, necessary for the fair statement of the financial information for the interim periods presented. All intercompany balances and transactions have been eliminated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Through December 31, 2023, the Company has funded its operations with proceeds from the issuance of convertible debt, preferred stock and common stock, alongside existing trade, invoice and shareholder financing arrangements. The Company incurred recurring losses, including a net loss of $ 2,980 for the nine months ended December 31, 2023 and used cash in operations of $ 3,078 . As of December 31, 2023, the Company had a shareholders’ deficit of $ 5,331 These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to alleviate the conditions that raise substantial doubt include: ● Exploring sources of long-term funding in the private markets and additional equity financing ● Taking out short-term loans and debt factoring to assist with working capital shortfalls ● Closely monitoring the collection of debts ● Strategies and plans in place to deliver positive Adjusted EBITDA in the next financial year The Company’s ability to continue as a going concern for 12 months from the date these unaudited condensed Consolidated Financial Statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts mentioned above. Our independent registered public accounting firm, in its report on our consolidated financial statements for the fiscal year ended March 31, 2023, has also expressed substantial doubt about our ability to continue as a going concern. The accompanying Condensed Consolidated Financial Statements do not include any adjustments as a result of this uncertainty. Subsequent to December 31, 2023, the Company generated net proceeds totaling $ 6,426 9,796 11,347 Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. Significant estimates inherent in the preparation of the condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory; customer returns; useful lives and impairments of long-lived tangible and intangible assets; accounting for income taxes and related uncertain tax positions; and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material. Accounts receivable Accounts receivable primarily arise out of sales to wholesale accounts and ecommerce partners. The allowance for doubtful accounts represents management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology. Receivables are written off against the allowance when management believes that it is probable the amount receivable will not be recovered. Additionally, the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it to be probable that it will not collect the related receivables. As of December 31, 2023 and March 31, 2023, the Company had $ 512 341 3,487 997 Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one Geographic concentration Although the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic areas: the U.S., Europe and the United Kingdom (the “U.K.”). Customers in these regions are served by our leadership, production and operations teams in the U.K. and Hong Kong. The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Europe (excluding United Kingdom) $ 4,801 38% $ 5,415 34% $ 6,833 35 $ 6,456 33% United States 4,743 37 7,128 44 8,189 42% 8,343 43% United Kingdom 2,402 19 2,752 17 3,467 18% 3,491 18 Rest of the World 780 6% 851 5% 1,113 5% 1,136 6 Total Revenues $ 12,726 $ 16,146 $ 19,602 $ 19,426 The change in United States revenue as a percentage of total revenue is primarily due to a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections. The long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets in the U.K. and Hong Kong. Total long-lived assets as of December 31, 2023 were $ 642 and $ 20 in the U.K. and Hong Kong, respectively. Supplier concentration For the three months ended December 31, 2023 and 2022, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 92 83 For the nine months ended December 31, 2023 and 2022, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 75 72 63 54 Customer concentration No single customer accounted for more than 10% of total revenue for the three months ended December 31, 2023. For the nine months ended December 31, 2023, we had one major customer, which accounted for approximately 16 % or $ 3,168 of total revenue. The related accounts receivable balance for this customer was $ 0 41 as of March 31, 2023. For the three and nine months ended December 31, 2022, we had one major customer, which accounted for approximately 17 % or $ 2,786 of total revenue and 14 % or $ 2,786 of total revenue, respectively. The related accounts receivable balance for this customer was approximately $ 41 as of December 31, 2022, and $ 0 Revenue recognition The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the majority of the Company’s contracts do not contain variable consideration and contract modifications are minimal. The majority of the Company’s revenue arrangements generally consists of a single performance obligation to transfer promised goods. Revenue is reported net of markdowns, discounts and sales taxes collected from customers on behalf of taxing authorities. Revenue is also presented net of an allowance for expected returns where contracts include the right of return. The Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately receive. Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s return policy and historical and current trends. The Company records the returns as a reduction to net sales in its consolidated statements of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated value of inventory expected to be returned as an adjustment to inventories, net. As of December 31, 2023 and March 31, 2023, the returns provision was $ 523 370 Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Wholesale revenues $ 8,974 $ 13,101 $ 13,827 $ 14,917 Ecommerce revenues 3,752 3,045 5,775 4,509 Total Revenues $ 12,726 $ 16,146 $ 19,602 $ 19,426 Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. For direct-to-consumer ecommerce revenue, the Company receives payment before the customer receives the promised goods. Revenue is only recognized once the goods have been delivered to the customer. Sales to wholesale customers are recognized when the customer has control which will depend on the agreed upon International Commercial Terms (“inco-terms”). For inventories sold on consignment to wholesalers, the Company records revenue when the inventory is sold to the third-party customer by the wholesaler. The Company may issue merchant credits, which are essentially refund credits. The merchant credits are initially deferred and subsequently recognized as revenue when tendered for payment. The Company’s business is significantly affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its revenue in the third and fourth fiscal quarters of each year as a result of increased net revenue during the ski season. For the nine months ended December 31, 2023, we recognized a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections that was recognized in the third quarter last year. For the six months ended September 30, 2023, our wholesale revenue was up $ 3,009 165 Selling, general and administrative expenses Selling, general and administrative expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising expenses. The Company’s selling, general and administrative expenses include personnel costs, recruitment fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization. Foreign currency Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss. The functional currency for each entity included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated on a monthly basis using the average rate for that month as a close approximation. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in shareholders’ deficit. Stock-based compensation The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company. The purpose of the 2021 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business. The Company has historically granted stock options to non-employees in exchange for the provision of services, both under the 2021 Plan and outside of the 2021 Plan (see Note 9). The Company accounts for such awards based on ASC 505 and 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM). The inputs into the Black Scholes option pricing model are subjective and generally require significant judgment. The fair value of the shares of common and preferred stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no public market for the common stock. The fair value is obtained by considering a number of objective and subjective factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst other factors. The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Because the Company was privately held during the periods covered by these financial statements and does not have an active trading market for its common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly traded companies, over a period equal to the expected term of the stock option grants. The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero Income / loss per share of common stock Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common stock during the reporting period. Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. As the Company incurred income for the three months ended December 31, 2023 and 2022, while incurring losses in the nine months ended December 31, 2023 and 2022, the treasury stock method and basic and diluted weighted-average shares are different in the loss per share calculation, in accordance with ASC 260-10-45-20. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE December 31, December 31, Options to acquire common stock 299,957 327,225 Series A convertible preferred stock 5,323,782 5,323,782 Series B convertible preferred stock 1,189,998 1,189,998 Convertible debt financing 2,281,148 2,127,272 Antidilutive securities 9,094,885 8,968,277 On February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into 5,323,782 and 1,189,998 shares of common stock in connection with the closing of the initial public offering. The $ 10,002 in principal amount plus accrued interest in the amount of $ 1,985 automatically converted into Company common stock, at 80 % of the initial public offering price into an aggregate of 2,497,267 shares of common stock (see note 13). Fair Value of Financial Instruments The Company follows the guidance of ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of capital lease obligations and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Recently issued accounting pronouncements In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2022-04, “Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 is effective for the Company for the year ending March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented. The annual roll forward disclosure is not required to be made until the year ending March 31, 2025 and is to be applied prospectively. The Company doesn’t believe the adoption will have a material effect on the financial statements. Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company’s consolidated financial statements. ASUs recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial position or results of operations. |
CASH
CASH | 9 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
CASH | NOTE 3. CASH Cash consisted of the following as of December 31, 2023 and March 31, 2023. SCHEDULE OF CASH December 31, 2023 March 31, 2023 $’000 $’000 Cash and cash equivalents $ 3,370 $ 4,712 Restricted cash 173 - Total Cash $ 3,543 $ 4,712 Restricted cash represents amounts pledged as collateral against the trade finance facility that is currently limited to the issuance of letters of credit to suppliers. As of December 31, 2023, there was one pledged letter of credit amounting to $ 173 Subsequent to December 31, 2023, the Company generated net proceeds totaling $ 6,426 9,796 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4. INVENTORIES Inventories are initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details the primary categories for the periods presented. SCHEDULE OF INVENTORY December 31, 2023 March 31, 2023 $’000 $’000 Finished goods $ 4,434 $ 2,685 Raw materials 691 585 Goods in transit 52 - Total inventories 5,177 3,270 Inventory reserve (1,427 ) (1,008 ) Total inventories, net $ 3,750 $ 2,262 Third-party services are used to warehouse and distribute inventory. Per the terms of one third-party service contract, a lien may be placed on the Company’s inventory if the Company fails to make a payment for services within 30 days from the date the third-party supplier notifies the Company of an outstanding payment. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2023 and March 31, 2023. SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 March 31, 2023 $’000 $’000 Furniture and fixtures $ 177 $ 177 Office equipment 57 52 Leasehold improvements 29 29 Software and website development 1,854 1,676 Computer equipment 113 91 Total property and equipment 2,230 2,025 Accumulated depreciation (1,659 ) (1,192 ) Total property and equipment, net $ 571 $ 833 Depreciation expense related to property and equipment was $ 158 and $ 134 for the three months ended December 31, 2023 and 2022, respectively. Depreciation expense related to property and equipment was $ 432 and $ 398 for the nine months ended December 31, 2023 and 2022, respectively. |
TRADE FINANCE FACILITY
TRADE FINANCE FACILITY | 9 Months Ended |
Dec. 31, 2023 | |
Liabilities [Abstract] | |
TRADE FINANCE FACILITY | NOTE 6. TRADE FINANCE FACILITY SCHEDULE OF TRADE FINANCE FACILITY December 31, 2023 March 31, 2023 $’000 $’000 Trade finance facility $ 999 $ 26 Total $ 999 $ 26 The Company has a trade finance facility extended on goods for which letters of credit are issued to the Company’s suppliers by HSBC. As of December 31, 2023 and March 31, 2023, the outstanding balance under the trade finance facility was $ 999 and $ 26 , respectively, and the Company had an available trade finance facility of $ 5.0 million. As of December 31, 2023, there was one outstanding pledged letters of credit by HSBC amounting to $ 173 (see Note 3), however, the trade finance facility does not become the Company’s responsibility until the Company receives the manufactured clothing goods from suppliers. Once drawn, the company has 120 days credit on the loan before payment is due. For drawings in Hong Kong dollars (“HKD”), the interest rate equals the Hong Kong Interbank Offered Rate (“HIBOR”) plus 3.0 %, and for drawings in USD, the interest rate equals the Secured Overnight Financing Rate (“SOFR”) plus 3.3 %. The trade finance facility was secured by a standby documentary credit for $ 1.0 million from UBS Switzerland AG and a personal guarantee to the value of $ 4.0 million from the Chairman and Director of the Company. The UBS documentary credit expired on April 30, 2023 , and the facility from that date, was subsequently secured by a charge over cash deposits equal to the amount of the facility used at any given moment in time in addition to the aforementioned personal guarantee. On June 26, 2023, the UBS standby documentary credit was reinstated for $ 1.0 million, secured by a personal guarantee from Joachim Gottschalk & Associates, Ltd. (“JGA”) that expired on November 26, 2023 . The UBS standby documentary credit was renewed through January 26, 2024 . Upon renewal, the interest accrual increased to 10 % per annum. The JGA personal guarantee accrues interest of between 8 % and 10 % per annum, payable by the Company. During the nine-month period ending December 31, 2023, the Company utilized $ 1,847 of borrowings under the facility, of which $ 874 was repaid by December 31, 2023. |
CONVERTIBLE DEBT OBLIGATIONS
CONVERTIBLE DEBT OBLIGATIONS | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT OBLIGATIONS | NOTE 7. CONVERTIBLE DEBT OBLIGATIONS SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS December 31, 2023 March 31, 2023 $’000 $’000 Convertible debt $ 11,862 $ 11,262 Unamortized debt discount - (492 ) Total Convertible debt obligations $ 11,862 $ 10,770 In March 2021, the Company entered into an arrangement whereby the Company completed convertible debt financing (“2021 Debt Financing”), from 47 investors, for gross proceeds of $ 6,000 less $ 841 of debt issuance costs, at an 8 % interest rate to provide working capital for its operations. Between April and July 2022, the Company received further convertible debt financing (“2022 Debt Financing”) from 47 investors with gross proceeds of $ 4,000 less $ 531 of debt issuance costs, that rank pari passu to the 2021 Debt Financing at an 8 % interest rate. The debt issuance costs are amortized over the remaining life of the convertible debt. The 2021 Debt Financing had a maturity date of December 15, 2023 February 14, 2024 80 As of December 31, 2023, the convertible debt obligations comprised of $ 10,002 in principal and accrued interest of $ 1,860 10,002 and accrued interest of $ 1,260 . The Company’s convertible debt obligations are secured by a security interest over the assets of Perfect Moment Ltd. and its subsidiaries. The convertible debt obligations are junior to any bank debt. The unamortized debt discount is the related arrangement fees that are being amortized against the convertible debt obligations on the consolidated balance sheets. During the nine months ended December 31, 2023 and 2022, aggregate debt and related issuance costs of $ 0 and $ 1,168 respectively, were incurred and recorded as debt discount, of which $ 492 767 , respectively, was amortized during the same periods. In connection with the 2021 Debt Financing and 2022 Debt Financing, we have covenants that limit the amount of indebtedness we may incur and assets we may pledge. As of December 31, 2023, we were in compliance with such covenants. On February 12, 2024, $ 10,002 1,985 80 2,497,267 |
EQUITY
EQUITY | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 8. EQUITY Series A Preferred Stock On March 15, 2021, PMA, the former parent entity, engaged in a share for share exchange with the Company, thereby creating the Company as the ultimate parent company. As part of the share for share exchange, existing PMA shareholders’ equity was exchanged for an equivalent amount of share capital in the Company in the form of common stock and preferred stock. As a result of the transaction, 5,323,782 0.0001 The Series A Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series A Stock. The conversion was at a rate of one share of Series A Stock for one share of common stock without payment of additional consideration On February 12, 2024, all outstanding shares of our Series A convertible preferred stock were automatically converted into 5,323,782 Series B Preferred Stock On September 23, 2022, the Company authorized the issuance and sale of up to 1,200,000 shares of Series B Convertible Preferred Stock (“Series B Stock”), with a par value of $ 0.0001 per share and a purchase price of $ 5.00 per share. A total of 1,189,998 shares of Series B Stock was issued between September 2022 and November 2022, for net proceeds of $ 5,200 , net of broker fees of $ 750 . The Series B Stock could be voluntarily converted into shares of common stock at the request of the Series B stockholder by providing written notice. The Series B Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series B Stock without payment of additional consideration. The conversion was determined by dividing the original issue price by the conversion price in effect at the time of conversion. The initial conversion price was set at $ 5.00 per share. The holders of Series B Stock were entitled to receive dividends as if the conversion to common stock had taken place, if and when dividends are declared. Such dividends took preference to dividends paid on shares of common stock and are non-cumulative. The holders of the Series B Stock were entitled to vote based on the equal number of whole shares of common stock into which the shares of Series B Stock were convertible as of the date of the vote. The Series B Stock, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company or deemed liquidation event, ranked pari passu with the Series A Stock. On February 12, 2024, all outstanding shares of our Series B convertible preferred stock were automatically converted into 1,189,998 Common stock During May to August 2023, the Company issued 409,050 shares of common stock at a par value of $ 0.0001 and a purchase price of $ 6.00 per share. The total net proceeds were $ 2,179 , net of broker fees and expenses of $ 275 . The holders of the common stock shall be entitled to cast one vote for each share held at all stockholder meetings and have no right to subscribe to or purchase any new or additional issue of shares. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 9. STOCK-BASED COMPENSATION The Company grants equity-based awards (typically stock options) under the 2021 Plan and occasionally outside of the 2021 Plan to employees, directors and consultants in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation – Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Employee stock awards A summary of option activity under the 2021 Plan for the nine months ended December 31, 2023 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Exercise Contractual Options Price Life (Years) Outstanding at March 31, 2023 163,613 $ 2.92 3.59 Granted - - - Forfeited - - - Exercised - - - Outstanding at December 31, 2023 163,613 $ 2.92 2.83 Vested December 31, 2023 136,343 $ 2.80 Exercisable at December 31, 2023 136,343 $ 2.80 At December 31, 2023, the intrinsic value of the outstanding options under the 2021 Plan was $ 504 . A summary of option activity outside of the 2021 Plan for the nine months ended December 31, 2023 is presented below. SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Exercise Contractual Options Price Life (Years) Outstanding at March 31, 2023 136,344 $ 0.01 3.25 Granted - - - Forfeited - - - Exercised - - - Outstanding at December 31, 2023 136,344 $ 0.01 2.50 Vested December 31, 2023 136,344 $ 0.01 2.50 Exercisable at December 31, 2023 136,344 $ 0.01 2.50 At December 31, 2023, the intrinsic value of the outstanding options outside of the 2021 Plan was $ 817 During the nine months ended December 31, 2023, the Company did not grant any stock options to employees. The total stock compensation expense recognized relating to the vesting of stock options for the nine months ended December 31, 2023 and 2022 amounted to $ 18 and $ 95 27 , which is expected to be recognized as part of operating expense through July 2025. Non-employee stock awards Common shares issued to consultants During 2021, the Company engaged several consultants to provide services relating to the IPO who were compensated with common stock awards. These consultant stock awards were recorded in accordance with ASC 718. Compensation expense is recorded for these stock awards based on the amortization of the fair market value and common stock issued over the agreed service or vesting period, taking into account clawback provisions. The fair value of the shares is based on the enterprise valuation as outlined in ASC 718-10-55-10 through ASC 718-10-55-12. The shares subject to clawback provisions remain unvested until the related performance condition is met in line with ASC 718-10. If clawback features are triggered, the unvested shares will be returned to the Company in line with ASC 718-10. In January and March 2021, 2,000,000 7,000 3,500 1,000,000 In October 2021, 75,000 shares of common stock with a total fair value of $ 295 were issued to a consultant in exchange for legal services to be performed relating to an IPO subject to a 100% clawback provision in the event that an IPO is not achieved. As services were relating to and contingent upon execution of an IPO, no expense was recognized until occurrence of an IPO. During the nine months ended December 31, 2022, the Company entered into an agreement to remove the clawback provision and the fair value of $ 295 was recognized within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss during the three months then ended. As of December 31, 2023 and March 31, 2023, no further shares were issuable under this agreement. In relation to the above consulting and advisory services, the Company had granted rights to six holders of our common stock, to be issued additional shares of our common stock if the IPO price per share was less than $ 5.00 5.00 5.00 |
FOREIGN CURRENCY TRANSLATION
FOREIGN CURRENCY TRANSLATION | 9 Months Ended |
Dec. 31, 2023 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY TRANSLATION | NOTE 10. FOREIGN CURRENCY TRANSLATION We report all currency amounts in USD. The Company’s subsidiaries in the U.K., Hong Kong and Switzerland maintain their books and records in their functional currencies, which are GBP, HKD and CHF, respectively. When consolidating the subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within shareholders’ deficit. We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: SCHEDULE OF FOREIGN CURRENCY TRANSLATION Period end exchange rate: December 31, March 31, GBP:USD 1.27325 1.23682 HKD:USD 0.12806 0.12739 CHF:USD 1.18857 1.09521 Period end exchange rate 1.18857 1.09521 Average exchange rate: December 31, December 31, Three Months Ended December 31, December 31, GBP:USD 1.24192 1.17426 HKD:USD 0.12798 0.12783 CHF:USD 1.12880 1.03865 A verage exchange rate 1.12880 1.03865 December 31, December 31, Nine Months Ended December 31, December 31, GBP:USD 1.25321 1.20250 HKD:USD 0.12778 0.12756 CHF:USD 1.12421 1.03877 Average exchange rate 1.12421 1.03877 The following table, reported in USD, disaggregates our cash balances by currency denomination: SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION Cash denominated in: December 31, March 31, $’000 $’000 USD $ 1,943 $ 3,325 GBP 713 447 HKD 56 21 CHF 15 18 EUR 815 895 CNY 1 6 Cash $ 3,543 $ 4,712 Our cash primarily consists of funds held in bank accounts and third party payment platforms. SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS Cash held by HSBC $ 3,163 $ 4,405 Restricted cash held by HSBC 173 - Cash held by other banks 90 66 Cash held by third party payment platforms 116 239 Petty cash 1 2 Total Cash $ 3,543 $ 4,712 With the exception of petty cash, all our cash consists of funds held in bank accounts and third-party payment platforms. The Company maintains the majority of cash at HSBC where the balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250 $250 Subsequent to December 31, 2023 the Company closed its initial public offering netting proceeds of $ 6,426 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Legal proceedings - On December 20, 2023, Aspen Skiing Company, LLC filed a complaint against the Company in the United States District Court for the District of Colorado, alleging, among other things, trademark infringement, false association, false endorsement, unfair competition and deceptive trade practices by the Company. Management has determined, after the advice of legal counsel, that the claims and actions related to such complaint are not expected to have a material adverse effect on our financial condition because management believes that the lawsuit will not succeed on the merits and the risk of any material loss is remote. The claims relate to the Company’s social media posts of models and influencers in ski gondolas on the mountain owned by Aspen Skiing Company and now discontinued limited edition clothing sold by the Company that included images, which were licensed by the Company from a photographer, of a skier’s rest area in Aspen that Aspen Skiing Company calls the “AspenX Beach Club.” The complaint seeks injunctive relief, but no motion for injunctive relief has been filed in the suit. The complaint also seeks delivery of all infringing material to Aspen Skiing Company and an award of the Company’s profits and Aspen Skiing Company’s damages in an amount to be determined at trial, costs incurred by Aspen Skiing Company in the action, their attorney’s fees and treble damages. Capital commitments zero |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12. RELATED PARTY TRANSACTIONS Certain directors of the Company and its subsidiaries, provided consulting and advisory services, as non-employees, totaling $ 55 and $ 44 for the three months ended December 31, 2023 and 2022, respectively, and totaling $ 292 and $ 197 for the nine months ended December 31, 2023 and 2022, respectively, recognized in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations. As of December 31, 2023, $ 15 was unpaid and was included in trade payables. As of March 31, 2023, $ 22 was unpaid and included in accrued expenses. Below are the directors of the Company and its subsidiaries, that provided consulting and advisory services. SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Max Gottschalk (director of the Company) $ 45 $ 33 $ 135 $ 91 Jane Gottschalk (director of the Company) - - - 69 Tracy Barwin (director of the Company) 6 - 129 - Andreas Keijsers (director of a subsidiary) 4 11 28 37 Total Revenues $ 55 $ 44 $ 292 $ 197 Expenses for Related Parties $ 55 $ 44 $ 292 $ 197 The Company has engaged Deliberate Software Limited (“Deliberate”) as a supplier for IT services amounting to $ 154 108 293 349 117 14 100,351 100,351 On March 15, 2021, PML entered into a convertible debt obligation agreement with 47 investors including JGA (see Note 7), which is deemed to be a related party of Max Gottschalk, the Chairman and director of the Company. The portion of the convertible debt obligation (outstanding principal and accrued interest) repayable to JGA amounted to $ 245 233 80 On November 15, 2021, the Company entered into services agreements with each of Purple Pebble America LLC, an entity controlled by Priyanka Chopra, and NJJ Ventures, LLC, an entity controlled by Nicholas Jonas, to provide advertising and publicity services to the Company in exchange for 377,428 On June 29, 2022, the Company entered into a short-term loan of $ 202 16 16 24 19,570 19,570 We, through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance with its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £ 8,000 12,000 We, through PMA, were party to a consulting agreement with Jane Gottschalk, dated April 30, 2018, pursuant to which Ms. Gottschalk was entitled to receive £ 8,000 We were party to a consulting agreement with Tracy Barwin, dated November 18, 2022, pursuant to which Ms. Barwin was entitled to receive £ 1,500 We, through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £ 1,200 On June 26, 2023, our HSBC trade finance facility became secured by a standby documentary credit for $ 1,000 from UBS Switzerland AG, which standby documentary credit is secured by a guarantee from JGA. The JGA guarantee accrues interest of 8 % per annum, payable by the Company. The UBS standby documentary credit expired on November 26, 2023 and was renewed through January 26, 2024. Upon renewal, the interest accrual increased to 10 % per annum. The interest charged for the three and nine months ended December 31, 2023 was $ 20 and $ 53 , respectively . Such JGA guarantee is in addition to the $ 4,000 personal guarantee of the trade finance facility by Mr. Gottschalk, described below. The Chairman of our board of directors, Max Gottschalk, has provided a $ 4,000 personal guarantee for all monies, obligations and liabilities owing by PMA to HSBC, the Company’s principal banking facility provider. The guarantee is a pay-on-demand guarantee securing the Company’s obligations under the HSBC facility, including interest and bank costs, fees and expenses, up to $ 4,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Initial Public Offering On February 7, 2024, the company entered into an underwriting agreement with ThinkEquity LLC, as representative (the “Representative”) of the several underwriters identified therein, relating to the Company’s initial public offering (the “IPO”) of 1,334,000 0.0001 6.00 8,004 200,100 The number of shares of common stock outstanding after this offering was 15,578,449 5,233,402 1,334,000 5,323,782 1,189,998 10,002 1,985 8 8 80 2,497,267 On February 12, 2024, the Company consummated the IPO and issued 1,334,000 6,426 66,700 7.50 August 5, 2024 February 7, 2029 On January 25, 2024, the Company amended it’s 2021 Incentive Plan, with stockholder approval, to increase the number of shares of common stock available for issuance under the 2021 Incentive Plan to 3,799,957 500,000 Pro Forma Balance Sheet Information At December 31, 2023 Unaudited The pro forma information gives effect to (i) the automatic conversion, in connection with the closing of the IPO, of all of our outstanding shares of Series A convertible preferred stock into 5,323,782 1,189,998 10,002 1,985 2,497,267 80 6.00 1,334,000 6.00 6,426 Pro Forma Balance Sheet Information At December 31, 2023 (Amounts in thousands, except share and per share data) (Unaudited) SCHEDULE OF PRO FORMA BALANCE SHEET Actual Pro Forma Assets Current assets: Cash and cash equivalents $ 3,370 $ 9,796 Restricted cash 173 173 Other current assets 7,916 7,916 Total current assets 11,459 17,885 Deferred offering costs 923 - Other non-current assets 702 702 Total non-current assets 1,625 702 Total Assets $ 13,084 $ 18,587 Liabilities and Shareholders’ (Deficit)/Equity Current liabilities: Trade payables $ 2,068 $ 2,068 Accrued expenses 2,900 2,900 Trade finance facility 999 999 Convertible debt obligations 11,862 - Operating lease obligations, current portion 66 66 Unearned revenue 505 505 Total current liabilities 18,400 6,538 Non-current liabilities: Operating lease obligations, long-term portion 15 15 Total non-current liabilities 15 15 Total Liabilities 18,415 6,553 Shareholders’ equity: Common shares; $ 0.0001 5,233,402 15,578,449 - 1 Series A and Series B convertible preference shares; $ 0.0001 6,513,780 0 1 - Additional paid-in capital 38,107 55,472 Accumulated other comprehensive income (204 ) (204 ) Accumulated deficit (43,235 ) (43,235 ) Total shareholders’ equity (5,331 ) 12,034 Total Liabilities and Shareholders’ Equity $ 13,084 $ 18,587 Employee Stock Plans On March 5, 2024, the Company granted 300,000 1,230 On March 5, 2024, the Company granted stock options to directors, officers, and employees to purchase a total of 1,406,593 4.10 five ten years four years |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Going concern | Going concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Through December 31, 2023, the Company has funded its operations with proceeds from the issuance of convertible debt, preferred stock and common stock, alongside existing trade, invoice and shareholder financing arrangements. The Company incurred recurring losses, including a net loss of $ 2,980 for the nine months ended December 31, 2023 and used cash in operations of $ 3,078 . As of December 31, 2023, the Company had a shareholders’ deficit of $ 5,331 These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to alleviate the conditions that raise substantial doubt include: ● Exploring sources of long-term funding in the private markets and additional equity financing ● Taking out short-term loans and debt factoring to assist with working capital shortfalls ● Closely monitoring the collection of debts ● Strategies and plans in place to deliver positive Adjusted EBITDA in the next financial year The Company’s ability to continue as a going concern for 12 months from the date these unaudited condensed Consolidated Financial Statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts mentioned above. Our independent registered public accounting firm, in its report on our consolidated financial statements for the fiscal year ended March 31, 2023, has also expressed substantial doubt about our ability to continue as a going concern. The accompanying Condensed Consolidated Financial Statements do not include any adjustments as a result of this uncertainty. Subsequent to December 31, 2023, the Company generated net proceeds totaling $ 6,426 9,796 11,347 |
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. Significant estimates inherent in the preparation of the condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory; customer returns; useful lives and impairments of long-lived tangible and intangible assets; accounting for income taxes and related uncertain tax positions; and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material. |
Accounts receivable | Accounts receivable Accounts receivable primarily arise out of sales to wholesale accounts and ecommerce partners. The allowance for doubtful accounts represents management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology. Receivables are written off against the allowance when management believes that it is probable the amount receivable will not be recovered. Additionally, the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it to be probable that it will not collect the related receivables. As of December 31, 2023 and March 31, 2023, the Company had $ 512 341 3,487 997 |
Segment reporting | Segment reporting Accounting Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one |
Geographic concentration | Geographic concentration Although the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic areas: the U.S., Europe and the United Kingdom (the “U.K.”). Customers in these regions are served by our leadership, production and operations teams in the U.K. and Hong Kong. The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Europe (excluding United Kingdom) $ 4,801 38% $ 5,415 34% $ 6,833 35 $ 6,456 33% United States 4,743 37 7,128 44 8,189 42% 8,343 43% United Kingdom 2,402 19 2,752 17 3,467 18% 3,491 18 Rest of the World 780 6% 851 5% 1,113 5% 1,136 6 Total Revenues $ 12,726 $ 16,146 $ 19,602 $ 19,426 The change in United States revenue as a percentage of total revenue is primarily due to a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections. The long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets in the U.K. and Hong Kong. Total long-lived assets as of December 31, 2023 were $ 642 and $ 20 in the U.K. and Hong Kong, respectively. |
Supplier concentration | Supplier concentration For the three months ended December 31, 2023 and 2022, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 92 83 For the nine months ended December 31, 2023 and 2022, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 75 72 63 54 |
Customer concentration | Customer concentration No single customer accounted for more than 10% of total revenue for the three months ended December 31, 2023. For the nine months ended December 31, 2023, we had one major customer, which accounted for approximately 16 % or $ 3,168 of total revenue. The related accounts receivable balance for this customer was $ 0 41 as of March 31, 2023. For the three and nine months ended December 31, 2022, we had one major customer, which accounted for approximately 17 % or $ 2,786 of total revenue and 14 % or $ 2,786 of total revenue, respectively. The related accounts receivable balance for this customer was approximately $ 41 as of December 31, 2022, and $ 0 |
Revenue recognition | Revenue recognition The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the majority of the Company’s contracts do not contain variable consideration and contract modifications are minimal. The majority of the Company’s revenue arrangements generally consists of a single performance obligation to transfer promised goods. Revenue is reported net of markdowns, discounts and sales taxes collected from customers on behalf of taxing authorities. Revenue is also presented net of an allowance for expected returns where contracts include the right of return. The Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately receive. Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s return policy and historical and current trends. The Company records the returns as a reduction to net sales in its consolidated statements of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated value of inventory expected to be returned as an adjustment to inventories, net. As of December 31, 2023 and March 31, 2023, the returns provision was $ 523 370 Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Wholesale revenues $ 8,974 $ 13,101 $ 13,827 $ 14,917 Ecommerce revenues 3,752 3,045 5,775 4,509 Total Revenues $ 12,726 $ 16,146 $ 19,602 $ 19,426 Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. For direct-to-consumer ecommerce revenue, the Company receives payment before the customer receives the promised goods. Revenue is only recognized once the goods have been delivered to the customer. Sales to wholesale customers are recognized when the customer has control which will depend on the agreed upon International Commercial Terms (“inco-terms”). For inventories sold on consignment to wholesalers, the Company records revenue when the inventory is sold to the third-party customer by the wholesaler. The Company may issue merchant credits, which are essentially refund credits. The merchant credits are initially deferred and subsequently recognized as revenue when tendered for payment. The Company’s business is significantly affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its revenue in the third and fourth fiscal quarters of each year as a result of increased net revenue during the ski season. For the nine months ended December 31, 2023, we recognized a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections that was recognized in the third quarter last year. For the six months ended September 30, 2023, our wholesale revenue was up $ 3,009 165 |
Selling, general and administrative expenses | Selling, general and administrative expenses Selling, general and administrative expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising expenses. The Company’s selling, general and administrative expenses include personnel costs, recruitment fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization. |
Foreign currency | Foreign currency Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss. The functional currency for each entity included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated on a monthly basis using the average rate for that month as a close approximation. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in shareholders’ deficit. |
Stock-based compensation | Stock-based compensation The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company. The purpose of the 2021 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business. The Company has historically granted stock options to non-employees in exchange for the provision of services, both under the 2021 Plan and outside of the 2021 Plan (see Note 9). The Company accounts for such awards based on ASC 505 and 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM). The inputs into the Black Scholes option pricing model are subjective and generally require significant judgment. The fair value of the shares of common and preferred stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no public market for the common stock. The fair value is obtained by considering a number of objective and subjective factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst other factors. The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Because the Company was privately held during the periods covered by these financial statements and does not have an active trading market for its common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly traded companies, over a period equal to the expected term of the stock option grants. The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero |
Income / loss per share of common stock | Income / loss per share of common stock Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common stock during the reporting period. Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. As the Company incurred income for the three months ended December 31, 2023 and 2022, while incurring losses in the nine months ended December 31, 2023 and 2022, the treasury stock method and basic and diluted weighted-average shares are different in the loss per share calculation, in accordance with ASC 260-10-45-20. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE December 31, December 31, Options to acquire common stock 299,957 327,225 Series A convertible preferred stock 5,323,782 5,323,782 Series B convertible preferred stock 1,189,998 1,189,998 Convertible debt financing 2,281,148 2,127,272 Antidilutive securities 9,094,885 8,968,277 On February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into 5,323,782 and 1,189,998 shares of common stock in connection with the closing of the initial public offering. The $ 10,002 in principal amount plus accrued interest in the amount of $ 1,985 automatically converted into Company common stock, at 80 % of the initial public offering price into an aggregate of 2,497,267 shares of common stock (see note 13). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance of ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of capital lease obligations and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2022-04, “Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 is effective for the Company for the year ending March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented. The annual roll forward disclosure is not required to be made until the year ending March 31, 2025 and is to be applied prospectively. The Company doesn’t believe the adoption will have a material effect on the financial statements. Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company’s consolidated financial statements. ASUs recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS | The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Europe (excluding United Kingdom) $ 4,801 38% $ 5,415 34% $ 6,833 35 $ 6,456 33% United States 4,743 37 7,128 44 8,189 42% 8,343 43% United Kingdom 2,402 19 2,752 17 3,467 18% 3,491 18 Rest of the World 780 6% 851 5% 1,113 5% 1,136 6 Total Revenues $ 12,726 $ 16,146 $ 19,602 $ 19,426 |
SCHEDULE OF REVENUE SPLIT | Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Wholesale revenues $ 8,974 $ 13,101 $ 13,827 $ 14,917 Ecommerce revenues 3,752 3,045 5,775 4,509 Total Revenues $ 12,726 $ 16,146 $ 19,602 $ 19,426 |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE December 31, December 31, Options to acquire common stock 299,957 327,225 Series A convertible preferred stock 5,323,782 5,323,782 Series B convertible preferred stock 1,189,998 1,189,998 Convertible debt financing 2,281,148 2,127,272 Antidilutive securities 9,094,885 8,968,277 |
CASH (Tables)
CASH (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF CASH | Cash consisted of the following as of December 31, 2023 and March 31, 2023. SCHEDULE OF CASH December 31, 2023 March 31, 2023 $’000 $’000 Cash and cash equivalents $ 3,370 $ 4,712 Restricted cash 173 - Total Cash $ 3,543 $ 4,712 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventories are initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details the primary categories for the periods presented. SCHEDULE OF INVENTORY December 31, 2023 March 31, 2023 $’000 $’000 Finished goods $ 4,434 $ 2,685 Raw materials 691 585 Goods in transit 52 - Total inventories 5,177 3,270 Inventory reserve (1,427 ) (1,008 ) Total inventories, net $ 3,750 $ 2,262 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following as of December 31, 2023 and March 31, 2023. SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 March 31, 2023 $’000 $’000 Furniture and fixtures $ 177 $ 177 Office equipment 57 52 Leasehold improvements 29 29 Software and website development 1,854 1,676 Computer equipment 113 91 Total property and equipment 2,230 2,025 Accumulated depreciation (1,659 ) (1,192 ) Total property and equipment, net $ 571 $ 833 |
TRADE FINANCE FACILITY (Tables)
TRADE FINANCE FACILITY (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Liabilities [Abstract] | |
SCHEDULE OF TRADE FINANCE FACILITY | SCHEDULE OF TRADE FINANCE FACILITY December 31, 2023 March 31, 2023 $’000 $’000 Trade finance facility $ 999 $ 26 Total $ 999 $ 26 |
CONVERTIBLE DEBT OBLIGATIONS (T
CONVERTIBLE DEBT OBLIGATIONS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS | SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS December 31, 2023 March 31, 2023 $’000 $’000 Convertible debt $ 11,862 $ 11,262 Unamortized debt discount - (492 ) Total Convertible debt obligations $ 11,862 $ 10,770 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Stock Based Compensation Under Twenty Twenty One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity under the 2021 Plan for the nine months ended December 31, 2023 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Exercise Contractual Options Price Life (Years) Outstanding at March 31, 2023 163,613 $ 2.92 3.59 Granted - - - Forfeited - - - Exercised - - - Outstanding at December 31, 2023 163,613 $ 2.92 2.83 Vested December 31, 2023 136,343 $ 2.80 Exercisable at December 31, 2023 136,343 $ 2.80 |
Stock Based Compensation Outside Twenty Twenty One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity outside of the 2021 Plan for the nine months ended December 31, 2023 is presented below. SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Exercise Contractual Options Price Life (Years) Outstanding at March 31, 2023 136,344 $ 0.01 3.25 Granted - - - Forfeited - - - Exercised - - - Outstanding at December 31, 2023 136,344 $ 0.01 2.50 Vested December 31, 2023 136,344 $ 0.01 2.50 Exercisable at December 31, 2023 136,344 $ 0.01 2.50 |
FOREIGN CURRENCY TRANSLATION (T
FOREIGN CURRENCY TRANSLATION (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Foreign Currency [Abstract] | |
SCHEDULE OF FOREIGN CURRENCY TRANSLATION | We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: SCHEDULE OF FOREIGN CURRENCY TRANSLATION Period end exchange rate: December 31, March 31, GBP:USD 1.27325 1.23682 HKD:USD 0.12806 0.12739 CHF:USD 1.18857 1.09521 Period end exchange rate 1.18857 1.09521 Average exchange rate: December 31, December 31, Three Months Ended December 31, December 31, GBP:USD 1.24192 1.17426 HKD:USD 0.12798 0.12783 CHF:USD 1.12880 1.03865 A verage exchange rate 1.12880 1.03865 December 31, December 31, Nine Months Ended December 31, December 31, GBP:USD 1.25321 1.20250 HKD:USD 0.12778 0.12756 CHF:USD 1.12421 1.03877 Average exchange rate 1.12421 1.03877 |
SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION | The following table, reported in USD, disaggregates our cash balances by currency denomination: SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION Cash denominated in: December 31, March 31, $’000 $’000 USD $ 1,943 $ 3,325 GBP 713 447 HKD 56 21 CHF 15 18 EUR 815 895 CNY 1 6 Cash $ 3,543 $ 4,712 |
SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS | Our cash primarily consists of funds held in bank accounts and third party payment platforms. SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS Cash held by HSBC $ 3,163 $ 4,405 Restricted cash held by HSBC 173 - Cash held by other banks 90 66 Cash held by third party payment platforms 116 239 Petty cash 1 2 Total Cash $ 3,543 $ 4,712 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES | Below are the directors of the Company and its subsidiaries, that provided consulting and advisory services. SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Three Months Ended Nine Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Max Gottschalk (director of the Company) $ 45 $ 33 $ 135 $ 91 Jane Gottschalk (director of the Company) - - - 69 Tracy Barwin (director of the Company) 6 - 129 - Andreas Keijsers (director of a subsidiary) 4 11 28 37 Total Revenues $ 55 $ 44 $ 292 $ 197 Expenses for Related Parties $ 55 $ 44 $ 292 $ 197 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SCHEDULE OF PRO FORMA BALANCE SHEET | SCHEDULE OF PRO FORMA BALANCE SHEET Actual Pro Forma Assets Current assets: Cash and cash equivalents $ 3,370 $ 9,796 Restricted cash 173 173 Other current assets 7,916 7,916 Total current assets 11,459 17,885 Deferred offering costs 923 - Other non-current assets 702 702 Total non-current assets 1,625 702 Total Assets $ 13,084 $ 18,587 Liabilities and Shareholders’ (Deficit)/Equity Current liabilities: Trade payables $ 2,068 $ 2,068 Accrued expenses 2,900 2,900 Trade finance facility 999 999 Convertible debt obligations 11,862 - Operating lease obligations, current portion 66 66 Unearned revenue 505 505 Total current liabilities 18,400 6,538 Non-current liabilities: Operating lease obligations, long-term portion 15 15 Total non-current liabilities 15 15 Total Liabilities 18,415 6,553 Shareholders’ equity: Common shares; $ 0.0001 5,233,402 15,578,449 - 1 Series A and Series B convertible preference shares; $ 0.0001 6,513,780 0 1 - Additional paid-in capital 38,107 55,472 Accumulated other comprehensive income (204 ) (204 ) Accumulated deficit (43,235 ) (43,235 ) Total shareholders’ equity (5,331 ) 12,034 Total Liabilities and Shareholders’ Equity $ 13,084 $ 18,587 |
SCHEDULE OF NET REVENUE FROM GE
SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Total Revenues | $ 12,726 | $ 16,146 | $ 19,602 | $ 19,426 |
Europe (Excluding United Kingdom) [Member] | ||||
Total Revenues | $ 4,801 | $ 5,415 | $ 6,833 | $ 6,456 |
Total Revenues, percentage | 38% | 34% | 35% | 33% |
UNITED STATES | ||||
Total Revenues | $ 4,743 | $ 7,128 | $ 8,189 | $ 8,343 |
Total Revenues, percentage | 37% | 44% | 42% | 43% |
UNITED KINGDOM | ||||
Total Revenues | $ 2,402 | $ 2,752 | $ 3,467 | $ 3,491 |
Total Revenues, percentage | 19% | 17% | 18% | 18% |
Rest of The World [Member] | ||||
Total Revenues | $ 780 | $ 851 | $ 1,113 | $ 1,136 |
Total Revenues, percentage | 6% | 5% | 5% | 6% |
SCHEDULE OF REVENUE SPLIT (Deta
SCHEDULE OF REVENUE SPLIT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Total Revenues | $ 12,726 | $ 16,146 | $ 19,602 | $ 19,426 |
Wholesale Revenue [Member] | ||||
Product Information [Line Items] | ||||
Total Revenues | 8,974 | 13,101 | 13,827 | 14,917 |
Ecommerce Revenue [Member] | ||||
Product Information [Line Items] | ||||
Total Revenues | $ 3,752 | $ 3,045 | $ 5,775 | $ 4,509 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE (Details) - shares | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 9,094,885 | 8,968,277 |
Options to Acquire Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 299,957 | 327,225 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 5,323,782 | 5,323,782 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,189,998 | 1,189,998 |
Convertible Debt Financing [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 2,281,148 | 2,127,272 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 12, 2024 USD ($) shares | Mar. 20, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Net loss | $ (1,204) | $ (3,267) | $ 2,980 | $ 7,838 | ||||||
Cash used in operations | 3,078 | 6,361 | ||||||||
Shareholders' equity | 5,331 | 1,478 | $ 5,781 | 5,331 | 1,478 | $ 4,141 | $ 5,230 | $ 3,375 | ||
Cash | 3,543 | 3,543 | 4,712 | |||||||
Allowance for doubtful accounts | 512 | 512 | 341 | |||||||
Accounts receivable, net of allowances | 3,487 | $ 3,487 | 997 | |||||||
Number of operating segments | Segment | 1 | |||||||||
Provision for inventory returns | 523 | $ 523 | 370 | |||||||
Expected dividend yield | 0% | |||||||||
Debt Instrument, Face Amount | 10,002 | $ 10,002 | 10,002 | |||||||
Accrued interest | 1,860 | 1,260 | ||||||||
Common Stock [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Net loss | ||||||||||
Shareholders' equity | ||||||||||
Wholesale Revenue [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Increase in revenue | $ 3,009 | |||||||||
Increase in revenue percentage | 165% | |||||||||
Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier One [Member] | Everich Garments Group Ltd [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Concentration risk percentage | 92% | 83% | 75% | 72% | ||||||
Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier One [Member] | Toray International Inc [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Concentration risk percentage | 63% | 54% | ||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Concentration risk percentage | 17% | 16% | 14% | |||||||
Revenues | $ 2,786 | $ 3,168 | $ 2,786 | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Accounts receivable, net of allowances | $ 0 | $ 41 | 0 | $ 41 | $ 41 | $ 0 | ||||
UNITED KINGDOM | Property and Equipment Intangible Assets and Operating Lease Right-of-Use Assets [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Long-lived assets | 642 | 642 | ||||||||
HONG KONG | Property and Equipment Intangible Assets and Operating Lease Right-of-Use Assets [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Long-lived assets | 20 | 20 | ||||||||
Pro Forma [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Shareholders' equity | $ (12,034) | $ (12,034) | ||||||||
Subsequent Event [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Proceeds from issuance of initial public offering | $ 6,426 | |||||||||
Conversion of Stock, Shares Converted | shares | 2,497,267 | |||||||||
Debt Instrument, Face Amount | $ 10,002 | |||||||||
Accrued interest | $ 1,985 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Percentage of initial public offering price | 80% | |||||||||
Subsequent Event [Member] | Pro Forma [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Cash | 9,796 | |||||||||
Working capital | 11,347 | |||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Proceeds from issuance of initial public offering | $ 6,426 | 6,426 | ||||||||
Conversion of Stock, Shares Converted | shares | 2,497,267 | |||||||||
Debt Instrument, Face Amount | $ 10,002 | |||||||||
Subsequent Event [Member] | IPO [Member] | Common Stock [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Proceeds from issuance of initial public offering | $ 6,426 | |||||||||
Conversion of Stock, Shares Converted | shares | 2,497,267 | |||||||||
Subsequent Event [Member] | IPO [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | shares | 5,323,782 | |||||||||
Subsequent Event [Member] | IPO [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | shares | 1,189,998 |
SCHEDULE OF CASH (Details)
SCHEDULE OF CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 3,370 | $ 4,712 | ||
Restricted cash | 173 | |||
Total Cash | $ 3,543 | $ 4,712 | $ 5,240 | $ 1,575 |
CASH (Details Narrative)
CASH (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 12, 2024 | Mar. 20, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Restricted cash | $ 173 | |||
Cash | 3,543 | $ 4,712 | ||
Pro Forma [Member] | ||||
Restricted cash | 173 | |||
Subsequent Event [Member] | ||||
Proceeds from issuance of initial public offering | $ 6,426 | |||
Subsequent Event [Member] | Pro Forma [Member] | ||||
Cash | 9,796 | |||
Subsequent Event [Member] | IPO [Member] | ||||
Proceeds from issuance of initial public offering | $ 6,426 | 6,426 | ||
Subsequent Event [Member] | IPO [Member] | Common Stock [Member] | ||||
Proceeds from issuance of initial public offering | $ 6,426 | |||
Letter of Credit [Member] | ||||
Restricted cash | $ 173 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,434 | $ 2,685 |
Raw materials | 691 | 585 |
Goods in transit | 52 | |
Total inventories | 5,177 | 3,270 |
Inventory reserve | (1,427) | (1,008) |
Total inventories, net | $ 3,750 | $ 2,262 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,230 | $ 2,025 |
Accumulated depreciation | (1,659) | (1,192) |
Total property and equipment, net | 571 | 833 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 177 | 177 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 57 | 52 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 29 | 29 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,854 | 1,676 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 113 | $ 91 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 158 | $ 134 | $ 432 | $ 398 |
SCHEDULE OF TRADE FINANCE FACIL
SCHEDULE OF TRADE FINANCE FACILITY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Total | $ 999 | $ 26 |
Trade Finance Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total | $ 999 | $ 26 |
TRADE FINANCE FACILITY (Details
TRADE FINANCE FACILITY (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 26, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | |
Trade finance facility | $ 999 | $ 26 | |
Letter of credit, outstanding amount | $ 173 | ||
Interest accrual increased | 10% | ||
Borrowings facility | $ 1,847 | ||
Borrowings facility repaid | $ 874 | ||
Joachim Gottschalk And Associates Ltd [Member] | Minimum [Member] | |||
Accrued interest rate | 8% | ||
UBS Switzerland AG [Member] | |||
Trade finance facility expiration date | Apr. 30, 2023 | ||
Standby Letters of Credit [Member] | Joachim Gottschalk And Associates Ltd [Member] | |||
Trade finance facility expiration date | Nov. 26, 2023 | ||
Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | |||
Line of credit, renewed date description | The UBS standby documentary credit was renewed through January 26, 2024 | ||
Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | Joachim Gottschalk And Associates Ltd [Member] | |||
Trade finance facility | $ 1,000 | ||
Hong Kong Interbank Offered Rate [Member] | |||
Interest rate, percentage | 3% | ||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Interest rate, percentage | 3.30% | ||
Board of Directors Chairman [Member] | |||
Trade finance facility | $ 4,000 | ||
Maximum [Member] | Joachim Gottschalk And Associates Ltd [Member] | |||
Accrued interest rate | 10% | ||
Trade Finance Facility [Member] | |||
Trade finance facility | $ 999 | $ 26 | |
Trade Finance Facility [Member] | Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | |||
Trade finance facility | $ 1,000 | 1,000 | |
Trade finance facility expiration date | Nov. 26, 2023 | ||
Accrued interest rate | 8% | ||
Trade Finance Facility [Member] | Suppliers By HSBC [Member] | |||
Trade finance facility | $ 5,000 |
SCHEDULE OF CONVERTIBLE DEBT OB
SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Disclosure [Abstract] | ||
Convertible debt | $ 11,862 | $ 11,262 |
Unamortized debt discount | (492) | |
Total Convertible debt obligations | $ 11,862 | $ 10,770 |
CONVERTIBLE DEBT OBLIGATIONS (D
CONVERTIBLE DEBT OBLIGATIONS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | ||||
Feb. 12, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2021 | Jul. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2024 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 2,709 | ||||||||
Debt maturity, date | Feb. 14, 2024 | Dec. 15, 2023 | |||||||
Convertible debt obligations, principal | $ 10,002 | 10,002 | $ 10,002 | ||||||
Accrued interest | 1,860 | $ 1,260 | |||||||
Debt related issuance costs | 0 | 1,168 | |||||||
Debt discount | $ 492 | $ 492 | $ 767 | ||||||
IPO [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Interest rate percentage | 80% | ||||||||
Subsequent Event [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Debt maturity, date | Feb. 14, 2024 | ||||||||
Convertible debt obligations, principal | $ 10,002 | ||||||||
Accrued interest | $ 1,985 | ||||||||
Common stock shares | 2,497,267 | ||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Interest rate percentage | 80% | ||||||||
Convertible debt obligations, principal | $ 10,002 | ||||||||
Common stock shares | 2,497,267 | ||||||||
47 Investors [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 4,000 | $ 6,000 | |||||||
Debt Issuance Costs, Net | $ 841 | $ 531 | |||||||
Working capital interest rate percentage | 8% | 8% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||||
Feb. 12, 2024 | Jan. 25, 2024 | Sep. 23, 2022 | Mar. 15, 2021 | Nov. 30, 2022 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Proceeds from sale of common stock | $ 2,179 | ||||||||
Deferred offering costs related to the IPO | $ 923 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Series A convertible preferred stock | 2,497,267 | ||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Series A convertible preferred stock | 5,323,782 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Conversion of stock, description | The Series A Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series A Stock. The conversion was at a rate of one share of Series A Stock for one share of common stock without payment of additional consideration | ||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Series A convertible preferred stock | 5,323,782 | ||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Series A convertible preferred stock | 1,189,998 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Conversion of stock, description | The Series B Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series B Stock without payment of additional consideration. | ||||||||
Preferred stock, shares authorized | 1,200,000 | ||||||||
Common stock, purchase price | $ 5 | ||||||||
Proceeds from sale of common stock | $ 5,200 | ||||||||
Deferred offering costs related to the IPO | $ 750 | ||||||||
Preferred stock, conversion price | $ 5 | ||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Series A convertible preferred stock | 1,189,998 | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, purchase price | $ 6 | ||||||||
Proceeds from sale of common stock | $ 2,179 | ||||||||
Deferred offering costs related to the IPO | $ 275 | ||||||||
Issuance of common stock, shares | 409,050 | 409,050 | 1,075,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of common stock, shares | 500,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Share Based Compensation Under Twenty Twenty One Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options outstanding, beginning of year | 163,613 | |
Weighted average exercise price outstanding, beginning of year | $ 2.92 | |
Weighted Average Remaining Contracted Term (years) Outstanding | 2 years 9 months 29 days | 3 years 7 months 2 days |
Number of options, granted | ||
Weighted average exercise price, granted | ||
Number of options, forfeited | ||
Weighted average exercise price, forfeited | ||
Number of options, exercised | ||
Weighted average exercise price, exercised | ||
Number of options outstanding, ending of year | 163,613 | 163,613 |
Weighted average exercise price outstanding, end of year | $ 2.92 | $ 2.92 |
Number of Options, Vested and Expected to Vest | 136,343 | |
Weighted Average Exercise Price, Vested and Expected to Vest | $ 2.80 | |
Number of Options Exercisable, End of Period | 136,343 | |
Weighted Average Exercise Price Exercisable, Ending of Period | $ 2.80 | |
Stock Based Compensation Outside Twenty Twenty One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options outstanding, beginning of year | 136,344 | |
Weighted average exercise price outstanding, beginning of year | $ 0.01 | |
Weighted Average Remaining Contracted Term (years) Outstanding | 2 years 6 months | 3 years 3 months |
Number of options, granted | ||
Weighted average exercise price, granted | ||
Number of options, forfeited | ||
Weighted average exercise price, forfeited | ||
Number of options, exercised | ||
Weighted average exercise price, exercised | ||
Number of options outstanding, ending of year | 136,344 | 136,344 |
Weighted average exercise price outstanding, end of year | $ 0.01 | $ 0.01 |
Number of Options, Vested and Expected to Vest | 136,344 | |
Weighted Average Exercise Price, Vested and Expected to Vest | $ 0.01 | |
Number of Options Exercisable, End of Period | 136,344 | |
Weighted Average Exercise Price Exercisable, Ending of Period | $ 0.01 | |
Weighted Average Remaining Contracted Term (years), Vested and Expected to Vest | 2 years 6 months | |
Weighted Average Remaining Contracted Term (years), Exercisable at End of Period | 2 years 6 months |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ 27 | $ 27 | |||||
Fair value of common stock | 2,179 | $ 3,795 | |||||
Selling, general and administrative expenses | 2,659 | $ 2,442 | 6,839 | 9,762 | |||
Minimum [Member] | IPO [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Preferred stock, convertible, conversion price | $ 5 | ||||||
Maximum [Member] | IPO [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Preferred stock, convertible, conversion price | $ 5 | ||||||
Non Employee [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Number of shares of common stock | 2,000,000 | 2,000,000 | |||||
Fair value of common stock | $ 7,000 | $ 7,000 | |||||
Selling, general and administrative expenses | 295 | ||||||
Consultant [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Number of shares of common stock | 75,000 | ||||||
Fair value of common stock | $ 295 | ||||||
Vesting Stock Options [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Stock compensation expenses | 18 | $ 95 | |||||
Clawback Provision [Member] | Non Employee [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Number of shares of common stock | 1,000,000 | ||||||
Fair value of common stock | $ 3,500,000 | ||||||
Stock Based Compensation Under Twenty Twenty One [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Intrinsic value outstanding option | 504 | 504 | |||||
Stock Based Compensation Outside Twenty Twenty One [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Intrinsic value outstanding option | $ 817 | $ 817 |
SCHEDULE OF FOREIGN CURRENCY TR
SCHEDULE OF FOREIGN CURRENCY TRANSLATION (Details) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
United Kingdom, Pounds | |||||
Period end exchange rate | 1.27325 | 1.27325 | 1.23682 | ||
Average exchange rate | 1.24192 | 1.17426 | 1.25321 | 1.20250 | |
Hong Kong, Dollars | |||||
Period end exchange rate | 0.12806 | 0.12806 | 0.12739 | ||
Average exchange rate | 0.12798 | 0.12783 | 0.12778 | 0.12756 | |
Switzerland, Francs | |||||
Period end exchange rate | 1.18857 | 1.18857 | 1.09521 | ||
Average exchange rate | 1.12880 | 1.03865 | 1.12421 | 1.03877 |
SCHEDULE OF CASH BALANCES BY CU
SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Cash | $ 3,543 | $ 4,712 |
United States of America, Dollars | ||
Cash | 1,943 | 3,325 |
United Kingdom, Pounds | ||
Cash | 713 | 447 |
Hong Kong, Dollars | ||
Cash | 56 | 21 |
Switzerland, Francs | ||
Cash | 15 | 18 |
Euro Member Countries, Euro | ||
Cash | 815 | 895 |
China, Yuan Renminbi | ||
Cash | $ 1 | $ 6 |
SCHEDULE OF FUNDS HELD IN BANK
SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Total Cash | $ 3,543 | $ 4,712 |
Cash Held By HSBC [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Total Cash | 3,163 | 4,405 |
Restricted Cash Held By HSBC [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Total Cash | 173 | |
Cash Held By Other Banks [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Total Cash | 90 | 66 |
Cash Held By Third Party [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Total Cash | 116 | 239 |
Petty Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Total Cash | $ 1 | $ 2 |
FOREIGN CURRENCY TRANSLATION (D
FOREIGN CURRENCY TRANSLATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 20, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Line Items] | ||
Cash, FDIC insured amount | $ 250 | |
Subsequent Event [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Proceeds from public offering | $ 6,426 | |
Cash Held By Other Banks [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash, FDIC insured amount | $ 250 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 0 |
SCHEDULE OF DIRECTORS COMPANY S
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Expenses for Related Parties | $ 55 | $ 44 | $ 292 | $ 197 |
Max Gottschalk [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses for Related Parties | 45 | 33 | 135 | 91 |
Jane Gottschalk [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses for Related Parties | 69 | |||
Tracy Barwin [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses for Related Parties | 6 | 129 | ||
Andreas Keijsers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses for Related Parties | $ 4 | $ 11 | $ 28 | $ 37 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||
Jun. 26, 2023 USD ($) | Nov. 18, 2022 GBP (£) | Jun. 29, 2022 USD ($) | Nov. 15, 2021 shares | May 19, 2019 GBP (£) | Apr. 30, 2018 GBP (£) | Feb. 28, 2017 GBP (£) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Selling general and administrative expense | $ 2,659 | $ 2,442 | $ 6,839 | $ 9,762 | ||||||||
Trade payables | 2,068 | 2,068 | $ 1,289 | |||||||||
Outstanding principal and accrued interest | 11,862 | 11,862 | 11,262 | |||||||||
Interest expense | 403 | 489 | 1,169 | 1,411 | ||||||||
Line of Credit, Current | 999 | 999 | 26 | |||||||||
Trade Finance Facility [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Line of Credit, Current | 999 | 999 | 26 | |||||||||
Non Employees [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Selling general and administrative expense | 55 | 44 | 292 | 197 | ||||||||
Trade payables | 15 | 15 | 22 | |||||||||
Deliberate Software Limited [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Selling general and administrative expense | 154 | 108 | 293 | 349 | ||||||||
Trade payables | $ 117 | $ 117 | 14 | |||||||||
Deliberate Software Limited [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock issued upon conversion | shares | 100,351 | 100,351 | ||||||||||
Deliberate Software Limited [Member] | Series A Preferred Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible shares of preferred stock | shares | 100,351 | 100,351 | ||||||||||
Convertible Debt [Member] | Joachim Gottschalk Associates [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Outstanding principal and accrued interest | $ 245 | $ 245 | $ 233 | |||||||||
IPO [Member] | Joachim Gottschalk Associates [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price | 80% | |||||||||||
Purple Pebble America LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Exchange shares of common stock | shares | 377,428 | |||||||||||
Spark Capital Limited [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Short term loan | $ 202 | |||||||||||
Interest rate | 16% | |||||||||||
Interest expense | $ 16 | $ 24 | ||||||||||
Simon Nicholas Champ [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock issued upon conversion | shares | 19,570 | 19,570 | ||||||||||
Simon Nicholas Champ [Member] | Series A Preferred Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible shares of preferred stock | shares | 19,570 | 19,570 | ||||||||||
Max Gottschalk [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Collateral Amount | $ 4,000 | $ 4,000 | ||||||||||
Max Gottschalk [Member] | Consulting Agreement [Member] | From April 2021 to November 2022 [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Service fees | £ | £ 8,000 | |||||||||||
Max Gottschalk [Member] | Consulting Agreement [Member] | Since December 2022 [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Service fees | £ | £ 12,000 | |||||||||||
Jane Gottschalk [Member] | Consulting Agreement [Member] | Since April 1, 2019 [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Service fees | £ | £ 8,000 | |||||||||||
Tracy Barwin [Member] | Consulting Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Service fees | £ | £ 1,500 | |||||||||||
Andre Keijsers [Member] | Consulting Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Service fees | £ | £ 1,200 | |||||||||||
UBS Switzerland AG [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Line of Credit Facility, Expiration Date | Apr. 30, 2023 | |||||||||||
UBS Switzerland AG [Member] | Standby Letters of Credit [Member] | Trade Finance Facility [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense | 20 | $ 53 | ||||||||||
Line of Credit, Current | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||
Line of Credit Facility, Interest Rate During Period | 8% | |||||||||||
Line of Credit Facility, Expiration Date | Nov. 26, 2023 | |||||||||||
UBS Switzerland AG [Member] | Standby Letters of Credit [Member] | Trade Finance Facility [Member] | Mr Gottschalk [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Line of Credit, Current | $ 4,000 | |||||||||||
UBS Switzerland AG [Member] | Standby Letters of Credit [Member] | Trade Finance Facility [Member] | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Line of Credit Facility, Interest Rate During Period | 10% |
SCHEDULE OF PRO FORMA BALANCE S
SCHEDULE OF PRO FORMA BALANCE SHEET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 |
Current assets: | ||||||
Cash and cash equivalents | $ 3,370 | $ 4,712 | ||||
Restricted cash | 173 | |||||
Other current assets | 7,916 | |||||
Total current assets | 11,459 | 8,679 | ||||
Deferred offering costs | 923 | |||||
Other non-current assets | 702 | |||||
Total non-current assets | 1,625 | 1,142 | ||||
Total Assets | 13,084 | 9,821 | ||||
Current liabilities: | ||||||
Trade payables | 2,068 | 1,289 | ||||
Accrued expenses | 2,900 | 1,390 | ||||
Trade finance facility | 999 | 26 | ||||
Convertible debt obligations | 11,862 | 10,770 | ||||
Operating lease obligations, current portion | 66 | 299 | ||||
Unearned revenue | 505 | 180 | ||||
Total current liabilities | 18,400 | 13,954 | ||||
Non-current liabilities: | ||||||
Operating lease obligations, long-term portion | 15 | 8 | ||||
Total non-current liabilities | 15 | 8 | ||||
Total Liabilities | 18,415 | 13,962 | ||||
Shareholders’ equity: | ||||||
Common shares; $0.0001 par value; 5,233,402 shares issued and outstanding as of December 31, 2023 and 15,578,449 shares on a Pro Forma basis | ||||||
Series A and Series B convertible preference shares; $0.0001 par value; 6,513,780 shares issued and outstanding as of December 31, 2023 and 0 shares on a Pro Forma basis | 1 | 1 | ||||
Additional paid-in capital | 38,107 | 35,910 | ||||
Accumulated other comprehensive income | (204) | 203 | ||||
Accumulated deficit | (43,235) | (40,255) | ||||
Total shareholders' equity | (5,331) | $ (5,781) | (4,141) | $ (1,478) | $ (5,230) | $ (3,375) |
Total Liabilities and Shareholders' Equity | 13,084 | $ 9,821 | ||||
Pro Forma [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 9,796 | |||||
Restricted cash | 173 | |||||
Other current assets | 7,916 | |||||
Total current assets | 17,885 | |||||
Deferred offering costs | ||||||
Other non-current assets | 702 | |||||
Total non-current assets | 702 | |||||
Total Assets | 18,587 | |||||
Current liabilities: | ||||||
Trade payables | 2,068 | |||||
Accrued expenses | 2,900 | |||||
Trade finance facility | 999 | |||||
Convertible debt obligations | ||||||
Operating lease obligations, current portion | 66 | |||||
Unearned revenue | 505 | |||||
Total current liabilities | 6,538 | |||||
Non-current liabilities: | ||||||
Operating lease obligations, long-term portion | 15 | |||||
Total non-current liabilities | 15 | |||||
Total Liabilities | 6,553 | |||||
Shareholders’ equity: | ||||||
Common shares; $0.0001 par value; 5,233,402 shares issued and outstanding as of December 31, 2023 and 15,578,449 shares on a Pro Forma basis | 1 | |||||
Series A and Series B convertible preference shares; $0.0001 par value; 6,513,780 shares issued and outstanding as of December 31, 2023 and 0 shares on a Pro Forma basis | ||||||
Additional paid-in capital | 55,472 | |||||
Accumulated other comprehensive income | (204) | |||||
Accumulated deficit | (43,235) | |||||
Total shareholders' equity | 12,034 | |||||
Total Liabilities and Shareholders' Equity | $ 18,587 |
SCHEDULE OF PRO FORMA BALANCE_2
SCHEDULE OF PRO FORMA BALANCE SHEET (Details) (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares, issued | 5,233,402 | 4,824,352 |
Common stock, shares outstanding | 5,233,402 | 4,824,352 |
Series A and Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 6,513,780 | 6,513,780 |
Preferred stock, shares outstanding | 6,513,780 | 6,513,780 |
Pro Forma [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares, issued | 15,578,449 | |
Common stock, shares outstanding | 15,578,449 | |
Pro Forma [Member] | Series A and Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||||
Mar. 05, 2024 | Feb. 12, 2024 | Feb. 07, 2024 | Jan. 25, 2024 | Mar. 20, 2024 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares outstanding | 5,233,402 | 4,824,352 | |||||||
Common stock, shares issued | 5,233,402 | 4,824,352 | |||||||
Principal amount | $ 10,002 | $ 10,002 | |||||||
Common stock net proceeds | $ 2,179 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of common stock, shares | 409,050 | 409,050 | 1,075,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||||
Common stock net proceeds | $ 2,179 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of initial public offering | $ 6,426 | ||||||||
Conversion of Stock, Shares Converted | 2,497,267 | ||||||||
Principal amount | $ 10,002 | ||||||||
Accrued interest | $ 1,985 | ||||||||
Conversion of stock percentage | 80% | ||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Officer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Restricted stock shares granted | 300,000 | ||||||||
Fair value of restricted stock | $ 1,230 | ||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | Directors Officers Employees [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Granted stock option | 1,406,593 | ||||||||
Option granted exercise price | $ 4.10 | ||||||||
Vesting period | 4 years | ||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | Directors Officers Employees [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Expiration period | 5 years | ||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | Directors Officers Employees [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Expiration period | 10 years | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of common stock, shares | 500,000 | ||||||||
Subsequent Event [Member] | 2021 Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares of common stock available for issuance | 3,799,957 | ||||||||
Subsequent Event [Member] | Underwriter Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants issued | 66,700 | ||||||||
Warrants exercise price | $ 7.50 | ||||||||
Warrants issuance date | Aug. 05, 2024 | ||||||||
Warrants maturity date | Feb. 07, 2029 | ||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of common stock, shares | 1,334,000 | ||||||||
Initial public offering price per share | $ 6 | ||||||||
Proceeds from issuance of initial public offering | $ 6,426 | 6,426 | |||||||
Conversion of Stock, Shares Converted | 2,497,267 | ||||||||
Principal amount | $ 10,002 | ||||||||
Conversion of stock percentage | 80% | ||||||||
Common stock net proceeds | $ 6,426 | ||||||||
Subsequent Event [Member] | IPO [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of initial public offering | $ 6,426 | ||||||||
Conversion of Stock, Shares Converted | 2,497,267 | ||||||||
Subsequent Event [Member] | Two Thousant Twenty One Convertible Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Secured convertible promissory notes percentage | 8% | ||||||||
Subsequent Event [Member] | Two Thousant Twenty Two Convertible Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Secured convertible promissory notes percentage | 8% | ||||||||
Subsequent Event [Member] | Series A Convertible [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 5,323,782 | ||||||||
Subsequent Event [Member] | Series B Convertible [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 1,189,998 | ||||||||
Underwriting Agreement [Member] | Subsequent Event [Member] | ThinkEquity LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of common stock, shares | 1,334,000 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Initial public offering price per share | $ 6 | ||||||||
Proceeds from issuance of initial public offering | $ 8,004 | ||||||||
Granted stock option | 200,100 | ||||||||
Common stock, shares outstanding | 15,578,449 | ||||||||
Underwriting Agreement [Member] | Subsequent Event [Member] | ThinkEquity LLC [Member] | Series A Convertible [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 5,323,782 | ||||||||
Underwriting Agreement [Member] | Subsequent Event [Member] | ThinkEquity LLC [Member] | Series B Convertible [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 1,189,998 |