TruGolf (TRUG) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	6 Months Ended
	Sep. 30, 2021	Nov. 15, 2021	Mar. 31, 2021
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40970
Entity Registrant Name	Deep Medicine Acquisition Corp.
Entity Central Index Key	0001857086
Entity Tax Identification Number	85-3269086
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	595 Madison Avenue
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(917)
Local Phone Number	289-2776
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	true
Par value	$ 0.0001
Units, each consisting of one share of Class A Common Stock and one Right
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Right
Trading Symbol	DMAQU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	DMAQ
Security Exchange Name	NASDAQ
Rights, each exchangeable into one-tenth of one share of Class A Common Stock
Title of 12(b) Security	Rights, each exchangeable into one-tenth of one share of Class A Common Stock
Trading Symbol	DMAQR
Security Exchange Name	NASDAQ
Common Class A [Member]
Class B common stock		13,270,700
Par value	$ 0.0001	$ 0.0001	$ 0.0001
Common Class B [Member]
Class B common stock		3,162,500
Par value	$ 0.0001	$ 0.0001	$ 0.0001

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2021	Mar. 31, 2021
Assets
Cash	$ 326,371	$ 500,067
Prepaid expense	75,000	37,500
Total current assets	401,371	537,567
Total assets	401,371	537,567
Current liabilities
Accrued expenses - related party		40,000
Accrued expenses	39	862
Due to related party		100
Total current liabilities	39	40,962
Non-current liabilities
Accrued expenses - related party	6,000	6,000
Loan payable - related party	500,000	500,000
Total non-current liabilities	506,000	506,000
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, -0- shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively
Additional paid in capital	49,684	49,684
Retained (deficits)	(154,668)	(59,395)
Total Stockholders’ (Deficit)	(104,668)	(9,395)
Total Liabilities and Stockholders’ (Deficit)	401,371	537,567
Common Class A [Member]
Non-current liabilities
Class A Common stock, $.0001 par value, 100,000,000 shares authorized, -0- shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively. Class B Common stock, $.0001 par value, 10,000,000 shares authorized, 3,162,500 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively
Common Class B [Member]
Non-current liabilities
Class A Common stock, $.0001 par value, 100,000,000 shares authorized, -0- shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively. Class B Common stock, $.0001 par value, 10,000,000 shares authorized, 3,162,500 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively	$ 316	$ 316

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Mar. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred shares, authorized	1,000,000	1,000,000
Preferred shares, issued	0	0
Preferred shares, outstanding	0	0
Common stock, par value	$ 0.0001
Common shares, authorized	110,000,000
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, authorized	100,000,000	100,000,000
Common shares, issued	0	0
Common shares, outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, authorized	10,000,000	10,000,000
Common shares, issued	3,162,500	3,162,500
Common shares, outstanding	3,162,500	3,162,500

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Operating expense
Officers compensation	$ 15,000	$ 30,000
General and administrative expenses	63,774	65,273
Total operating expense	78,774	95,273
Net income (loss)	$ (78,774)	$ (95,273)
Basic and diluted	$ (0.03)	$ (0.03)
Basic and diluted	2,750,000	2,750,000

Statement of Changes in Stockho

Statement of Changes in Stockholders' (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class A [Member]	Common Class B [Member]	Total
Beginning balance, value at Mar. 31, 2021			$ 316	$ 49,684	$ (59,395)			$ (9,395)
Preferred Stock, Shares Outstanding, Beginning Balance at Mar. 31, 2021								0
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2021						0	3,162,500
Ending balance, shares at Mar. 31, 2021			3,162,500
Net (loss)					(16,499)			$ (16,499)
Ending balance, value at Jun. 30, 2021			$ 316	49,684	(75,894)			(25,894)
Preferred Stock, Shares Outstanding, Ending Balance at Jun. 30, 2021
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2021
Ending balance, shares at Jun. 30, 2021			3,162,500
Beginning balance, value at Mar. 31, 2021			$ 316	49,684	(59,395)			$ (9,395)
Preferred Stock, Shares Outstanding, Beginning Balance at Mar. 31, 2021								0
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2021						0	3,162,500
Ending balance, shares at Mar. 31, 2021			3,162,500
Net (loss)								$ (95,273)
Ending balance, value at Sep. 30, 2021			$ 316	49,684	(154,668)			$ (104,668)
Preferred Stock, Shares Outstanding, Ending Balance at Sep. 30, 2021								0
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021						0	3,162,500
Ending balance, shares at Sep. 30, 2021			3,162,500
Beginning balance, value at Jun. 30, 2021			$ 316	49,684	(75,894)			$ (25,894)
Preferred Stock, Shares Outstanding, Beginning Balance at Jun. 30, 2021
Common Stock, Shares, Outstanding, Beginning Balance at Jun. 30, 2021
Ending balance, shares at Jun. 30, 2021			3,162,500
Net (loss)					(78,774)			(78,774)
Ending balance, value at Sep. 30, 2021			$ 316	$ 49,684	$ (154,668)			$ (104,668)
Preferred Stock, Shares Outstanding, Ending Balance at Sep. 30, 2021								0
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021						0	3,162,500
Ending balance, shares at Sep. 30, 2021			3,162,500

Statement of Cash Flows

Statement of Cash Flows	6 Months Ended
	Sep. 30, 2021USD ($)
Cash flows from operating activities:
Net (loss)	$ (95,273)
Changes in operating assets and liabilities:
Prepaid expenses	(37,500)
Accrued expenses	(823)
Accrued expenses - related parties	(40,000)
Net cash (used in) operating activities	(173,596)
Cash flows from financing activities:
Due to related party	(100)
Net cash (used in) financing activities	(100)
Net increase/(decrease) in cash and cash equivalents	(173,696)
Cash and cash equivalents at the beginning of the period	500,067
Cash and cash equivalents at the end of the period	326,371
Cash paid for interest
Cash paid for income taxes
Additional shares issued to sponsor due to upsize of IPO	$ 28

Organization and Description of

Organization and Description of Business Operations	6 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business Operations	Note 1 - Organization and Description of Business Operations Deep Medicine Acquisition Corp. (the “Company”) is a blank check company incorporated on July 8, 2020, under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). While the Company may, subject to certain limitations, pursue a Business Combination target with operations or prospects in the digital healthcare and AI in medicine sector in the global market. As of September 30, 2021, the Company had not commenced any operations. There was no activity from July 8, 2020 (inception) through September 30, 2020. All activity for the period from July 8, 2020 (inception) through September 30, 2021, relates to the Company’s formation and its initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected March 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on October 26, 2021. On October 29, 2021, the Company consummated its IPO of 12,650,000 $10.00 1,650,000 519,500 $10.00 $5,195,000 Transaction costs amounted to $7,282,500 $2,530,000 $4,427,500 $325,000 Following the closing of the IPO, cash of $764,101 326,371 $326,332 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% 50% Note 1 - Organization and Description of Business Operations (Continued) Upon the closing of the IPO on October 29, 2021, the Company deposited $127,765,000 $10.10 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to (i) waive its redemption rights with respect to their Private Placement Shares in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to their Private Placement Shares in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to their Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period. In addition, the Sponsor has agreed to vote any share it held in favor of the Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s second amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Company will have until 12 months from the closing of the IPO (or 18 months from the closing of the IPO if the Company may extend the period of time to consummate a Business Combination) (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $50,000 Note 1 - Organization and Description of Business Operations (Continued) directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined below) and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their business combination marketing fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ( $10.10 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 Underwriting Agreement and Business Combination Marketing Agreement The Company engaged I-Bankers as the representative of the underwriters (the “Underwriters”) in the IPO of the Company’s Class A common stock, par value of $0.0001 110 million 11,000,000 $10.00 1,650,000 $2,530,000 Upon the closing of the IPO, the Company issued to I-Bankers a five 632,500 5.0% $12.00 101,200 In addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5 Note 1 - Organization and Description of Business Operations (Continued) Liquidity and Capital Resources Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Note 2 — Significant Accounting Policies (Continued) Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 326,371 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On July 8, 2020, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Net Loss per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares issued and outstanding for the period, excluding common shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 412,500 Note 2 — Significant Accounting Policies (Continued) Net Loss per Common Share (Continued) For the Three Months Ended September 30, 2021 For the Six Months Ended September 30, 2021 Numerator: Net loss $ (78,774 ) (95,273 ) Denominator: Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period 2,750,000 2,750,000 Denominator for diluted earnings per share 2,750,000 2,750,000 Basic loss per share $ (0.03 ) (0.03 ) Diluted loss per share $ (0.03 ) (0.03 ) Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on July 8, 2020, the evaluation was performed for upcoming 2020 tax year which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The provision for income taxes was deemed to be immaterial for the three and six months ended September 30, 2021. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	6 Months Ended
	Sep. 30, 2021
Public Offering
Public Offering	Note 3 — Public Offering At the IPO, the Company sold 12,650,000 $10.00 1,650,000 $126,500,000 $0.0001 Note 3 — Public Offering (Continued) A total of $127,765,000

Related Party Transactions

Related Party Transactions	6 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On March 15, 2021, the Sponsor purchased 2,875,000 $50,000 In October 2021, the Company effected a 0.1 for 1 stock dividend for each share of Class B common stock outstanding (which has been accounted for as a stock split) of 287,500 3,162,500 The Founder Shares include an aggregate of up to 412,500 The Sponsor has agreed not to transfer, assign or sell 50% of the Founder Shares until the earlier of (i) six months after the date of the consummation of the Business Combination or (ii) the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.50 Private Placement Concurrently with the closing of the IPO, the Sponsor and the Underwriters purchased an aggregate of 519,500 $5,195,000 The Private Placement Units (including the underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private Placement Rights) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except as described under the section of the IPO prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Units”). Following such period, the Private Placement Units (including the underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private Placement Rights) will be transferable, assignable or salable, except that the Private Placement Units will not trade. Note 4 — Related Party Transactions (Continued) Accrued Expenses - Related Parties As of September 30, 2021, the Company had accrued expenses – related parties in amount of $6,000 in connection with the accrued non-cash compensation to the Company’s management and directors. Pursuant to the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $5,000 in cash per month starting from August 1, 2020, and the Company’s officers and directors an aggregate of 300,000 $55,000 Loan Payable – Related Party As of September 30, 2021, the Company had a loan payable to the Sponsor in amount of $500,000 $500,000 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $10.00

Commitments and Contingency

Commitments and Contingency	6 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingency	Note 5 — Commitments and Contingency Registration Rights The holders of the Founder Shares, Private Placement Units (and their underlying securities), the Representative Shares, the Representative Warrants (and their underlying securities), the 300,000 Note 5 — Commitments and Contingency (Continued) Underwriting Agreement The Company had granted the Underwriters a 30-day option from the date of IPO to purchase up to 1,650,000 Simultaneously upon the closing of the IPO, the Underwriters exercised the over-allotment option in full. As such, the Underwriters were paid an underwriting discount and commission of $0.20 per Unit, or $2,530,000 $4,427,500

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Stockholders’ Equity	Note 6 — Stockholders’ Equity The Company is authorized to issue a total of 111,000,000 $0.0001 110,000,000 As of September 30, 2021, there were 3,162,500 Of the 3,162,500 412,500 As of September 30, 2021, no share of Class A common stock and Preferred Stock were issued or outstanding. The designations, voting and other rights and preferences of the Preferred Stock may be determined from time to time by the Company’s board of directors. Rights Each holder of a right will receive one-tenth (1/10) of one share of Class A common stock upon consummation of a Business Combination. In the event the Company will not be the surviving entity upon completion of the Company’s initial Business Combination, each holder of a public right will automatically receive the 1/10 share of Class A common stock underlying such public right (without paying any additional consideration); and each holder of a Private Placement Right or right underlying Units to be issued upon conversion of the Working Capital Loans will be required to affirmatively convert its rights in order to receive the 1/10 share of Class A common stock underlying each right (without paying any additional consideration). If the Company is unable to complete an initial Business Combination within the required time period and public stockholders redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any such funds in exchange for their rights and the rights will expire worthless. The Company will not issue fractional shares upon conversion of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exchange, comply with Section 155 of the Delaware General Corporation Law. The Company will make the determination of how to treat fractional shares at the time of its initial Business Combination and will include such determination in the proxy materials that it will send to stockholders for their consideration of such initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Note 6 — Stockholders’ Equity (Continued) Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Warrants and Representative Shares Upon the closing of the IPO, the Company issued to the Underwriters Representative Warrants, the exercise price of which will be $12.00 101,200 The Representative Warrants shall be exercisable, in whole or in part, commencing the later of October 26, 2022 and the closing of the Company’s initial Business Combination and terminating on October 29, 2026. The Company accounted for the 632,500 $1,333,482 $2.11 35 1.18 The Underwriters agreed not to transfer, assign or sell any of the Representative Shares without the Company’s prior written consent until the completion of the Business Combination. The Underwriters agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1).

Subsequent Events

Subsequent Events	6 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 7 — Subsequent Events In October 2021, the Company effected a 0.1 for 1 stock dividend for each share of Class B common stock outstanding (which has been accounted for as a stock split) of 287,500 3,162,500 In October 2021, the Company filed a registration statement pursuant to Rule 462(b) under the Securities Act in order to increase the number of Units to be issued in the Proposed Public Offering to 11,000,000 12,650,000 11,000,000 $110,000,000 12,650,000 $126,500,000 470,000 $4,700,000 $5,195,000 $111,100,000 $127,765,000 The registration statement for the Company’s IPO was declared effective on October 26, 2021 (see Note 1). Note 7 — Subsequent Events (continued) Upon the closing of the IPO, the Company issued to I-Bankers a five-year 632,500 5.0% $12.00 101,200

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Note 2 — Significant Accounting Policies (Continued)
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 326,371
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations.
Stock based compensation	Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On July 8, 2020, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.
Net Loss per Common Share	Net Loss per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares issued and outstanding for the period, excluding common shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 412,500 Note 2 — Significant Accounting Policies (Continued) Net Loss per Common Share (Continued) For the Three Months Ended September 30, 2021 For the Six Months Ended September 30, 2021 Numerator: Net loss $ (78,774 ) (95,273 ) Denominator: Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period 2,750,000 2,750,000 Denominator for diluted earnings per share 2,750,000 2,750,000 Basic loss per share $ (0.03 ) (0.03 ) Diluted loss per share $ (0.03 ) (0.03 )
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on July 8, 2020, the evaluation was performed for upcoming 2020 tax year which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The provision for income taxes was deemed to be immaterial for the three and six months ended September 30, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Net Loss per Common shares	For the Three Months Ended September 30, 2021 For the Six Months Ended September 30, 2021 Numerator: Net loss $ (78,774 ) (95,273 ) Denominator: Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period 2,750,000 2,750,000 Denominator for diluted earnings per share 2,750,000 2,750,000 Basic loss per share $ (0.03 ) (0.03 ) Diluted loss per share $ (0.03 ) (0.03 )

Organization and Description _2

Organization and Description of Business Operations (Details Narrative) - USD ($)	Oct. 29, 2021	Sep. 30, 2021	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
IPO units	$ 12,650,000
Price per unit	$ 10	$ 10
Over-allotment option	1,650,000
Private Placement Units	519,500
Private Placement unit price	$ 10
Proceeds of Private Placement Unit	$ 5,195,000
Transaction costs	7,282,500
Underwriting commissions	2,530,000
Business combination marketing fee	4,427,500
Other offering costs	325,000
Cash	$ 764,101
Available cash		$ 326,371	$ 500,067
Working capital		326,332
Fair market value net assets	80.00%
Business Combination voting	50.00%
Proceeds of the IPO and certain proceeds of the sales of Private Placement Units	$ 127,765,000
Unit price IPO and Private Placement Units	$ 10.10
Tangible assets		5,000,001
Interest earned		$ 50,000
Class A par value		$ 0.0001
Proceeds from IPO	$ 110,000,000
IPO	11,000,000
Warrant terms	5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	632,500
Pecent of Class A common stock shares issued	5.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 12
Representative Shares	101,200
Percent of gross proceeds used for Business Combination marketing services	3.5

Net Loss per Common shares (Det

Net Loss per Common shares (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Net loss	$ (78,774)	$ (16,499)	$ (95,273)
Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period	2,750,000		2,750,000
Denominator for diluted earnings per share	2,750,000		2,750,000
Basic loss per share	$ (0.03)		$ (0.03)
Diluted loss per share	$ (0.03)		$ (0.03)

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)	Oct. 29, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Cash		$ 326,371
Aggregate number of common shares subject to forfeiture	412,500	412,500

Public Offering (Details Narrat

Public Offering (Details Narrative) - USD ($)	Oct. 29, 2021	Sep. 30, 2021
Public Offering
IPO units sold	$ 12,650,000
Shares Issued, Price Per Share	$ 10	$ 10
Over-allotment option	1,650,000
Gross proceeds Units and option	$ 126,500,000
Par value		$ 0.0001
Net Proceeds IPO and Private Placement Units	$ 127,765,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Sep. 30, 2021	Oct. 29, 2021	Mar. 15, 2021
Related Party Transactions [Abstract]
Sponsor purchased shares			2,875,000
Aggregate purchase price			$ 50,000
Stock split shares for stock split		287,500
Stock split aggregate shares of Class B		3,162,500
Aggregate number of common shares subject to forfeiture	412,500	412,500
Class A common stock price agreed		$ 12.50
Private Placement Units		519,500
[custom:ProceedsFromIssuanceOfPrivatePlacement1-0]		$ 5,195,000
Aggregated shares to officers and directors	300,000
Cash compensation	$ 55,000
Loan amount outstanding	$ 500,000
Convertible price	$ 10	$ 10

Commitments and Contingency (De

Commitments and Contingency (Details Narrative) - USD ($)	6 Months Ended
	Sep. 30, 2021	Oct. 29, 2021
Commitments and Contingencies Disclosure [Abstract]
Stock Issued During Period, Shares, Other	300,000
Over-allotment option		1,650,000
Underwriting commissions		$ 2,530,000
Business combination marketing fee		$ 4,427,500

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)	48 Months Ended
	Oct. 29, 2026	Oct. 29, 2021	Sep. 30, 2021
Equity [Abstract]
Total authorized shares			111,000,000
Par value			$ 0.0001
Total Common stock			110,000,000
Class B commom stock outstanding		3,162,500	3,162,500
Aggregate number of common shares subject to forfeiture		412,500	412,500
Representative Warrants exercise price		$ 12
Representative Shares		101,200
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		632,500
Warrants estimated value		$ 1,333,482
Fair value price of Warrants		$ 2.11
Expected volatility	3500.00%
Risk-free interest rate	118.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Oct. 29, 2021USD ($)$ / sharesshares
Subsequent Events [Abstract]
Stock split shares for stock split | shares	287,500
Class B commom stock outstanding | shares	3,162,500
Proposed Public Offering | shares	11,000,000
Proposed Public Offering with option	$ 12,650,000
Proceeds from sale of Prosposed Public Offering	110,000,000
Gross proceeds Units and option	$ 126,500,000
Sale of private units | shares	470,000
Amount of private placement shares	$ 4,700,000
[custom:ProceedsFromIssuanceOfPrivatePlacement1-0]	5,195,000
Amount of Proposed Public Offering and private placement shares	111,100,000
Amount of Proposed Public Offering and private placement shares with options	$ 127,765,000
Warrants terms	5 years
Warrants to purchase | shares	632,500
Pecentage of Class A common stock shares issued	5.00%
Warrants exercise price | $ / shares	$ 12
Representative Shares | shares	101,200