TruGolf (TRUG) 10-Q 14 Feb 22 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Dec. 31, 2021	Feb. 14, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--03-31
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	Yes
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
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]
Entity Common Stock, Shares Outstanding		13,270,700
Common Class B [Member]
Entity Common Stock, Shares Outstanding		3,162,500

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Mar. 31, 2021
Current assets
Cash	$ 977,197	$ 500,067
Prepaid expenses	376,530	37,500
Total current assets	1,353,727	537,567
Cash and marketable securities held in Trust Account	127,767,182
Total assets	129,120,909	537,567
Current liabilities
Accrued expenses - related party	21,000	40,000
Accrued expenses		862
Loan payable - related party	500,000
Due to related party		100
Total current liabilities	521,000	40,962
Non-current liabilities
Accrued expenses - related party		6,000
Loan payable - related party		500,000
Deferred underwriting commissions	4,427,500
Total non-current liabilities	4,427,500	506,000
Total liabilities	4,948,500	546,962
Commitments
Common stock subject to possible redemption, 12,650,000 shares at $10.10 per share	127,765,000
Stockholders’ (Deficit)
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, -0- shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively
Additional paid-in capital		49,684
Accumulated deficits	(3,592,969)	(59,395)
Total Stockholders’ (Deficit)	(3,592,591)	(9,395)
Total Liabilities and Stockholders’ (Deficit)	129,120,909	537,567
Common Class A [Member]
Stockholders’ (Deficit)
Common stock, value	62
Common Class B [Member]
Stockholders’ (Deficit)
Common stock, value	$ 316	$ 316

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Mar. 31, 2021
Common Stock subject to possible redemption, shares	12,650,000	12,650,000
Common stock subject to possible redemption, value per share	$ 10.10	$ 10.10
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	620,700	0
Common shares, outstanding	620,700	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	9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Operating expense
Officers compensation	$ 15,000			$ 45,000
General and administrative expenses	122,605			187,878
Total operating expense	137,605			232,878
Unrealized gain from the trust account	2,182			2,182
Net (loss) before income tax	(135,423)			(230,696)
Income tax
Net income (loss)	$ (135,423)			$ (230,696)
Common Class A [Member]
Net (loss) per share
Basic and diluted - Class B	$ (0.01)			$ (0.08)
Weighted average number of shares
Basic and diluted - Class B	9,187,408			3,051,292
Common Class B [Member]
Net (loss) per share
Basic and diluted - Class B	$ (0.04)			$ (0.07)
Weighted average number of shares
Basic and diluted - Class B	3,162,500	2,750,000	2,750,000	3,162,500

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]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Mar. 31, 2021			$ 316		$ 49,684	$ (59,395)	$ (9,395)
Beginning balance, shares at Mar. 31, 2021							0
Shares, Issued, Beginning Balance 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 Issued at Jun. 30, 2021
Shares, Issued, Ending Balance at Jun. 30, 2021			3,162,500
Beginning balance, value at Mar. 31, 2021			$ 316		49,684	(59,395)	$ (9,395)
Beginning balance, shares at Mar. 31, 2021							0
Shares, Issued, Beginning Balance at Mar. 31, 2021			3,162,500
Net (loss)							$ (230,696)
Ending balance, value at Dec. 31, 2021		$ 62	$ 316			(3,592,969)	$ (3,592,591)
Preferred Stock, Shares Issued at Dec. 31, 2021							0
Shares, Issued, Ending Balance at Dec. 31, 2021		620,700	3,162,500
Beginning balance, value at Jun. 30, 2021			$ 316		49,684	(75,894)	$ (25,894)
Beginning balance, shares at Jun. 30, 2021
Shares, Issued, Beginning Balance 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 Issued at Sep. 30, 2021
Shares, Issued, Ending Balance at Sep. 30, 2021			3,162,500
Net (loss)						(135,423)	$ (135,423)
Class A common stock issued in IPO		1,265			126,498,735		126,500,000
Class A common stock issued in IPO, shares		12,650,000
Offering cost					$ (2,855,000)		$ (2,855,000)
Deferred underwriting commission					(4,427,500)		(4,427,500)
Class A common stock issued for services		$ 10			$ (10)
Class A common stock issued for services		101,200
Sale of 519,500 private units		52			5,194,948		5,195,000
Partners' Capital Account, Units, Sold in Private Placement				519,500			519,500
Class A common stock subject to possible redemption		$ (1,265)			$ (127,763,735)		$ (127,765,000)
Class A common stock subject to possible redemption, shares		(12,650,000)
Reclassification from negative additional paid-in capital to accumulated deficit					3,302,878	(3,302,878)
Ending balance, value at Dec. 31, 2021		$ 62	$ 316			$ (3,592,969)	$ (3,592,591)
Preferred Stock, Shares Issued at Dec. 31, 2021							0
Shares, Issued, Ending Balance at Dec. 31, 2021		620,700	3,162,500

Statement of Changes in Stock_2

Statement of Changes in Stockholders' (Deficit) (Parenthetical) - shares	Oct. 29, 2021	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Sale of private units	519,500	519,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended	9 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash flows from operating activities:
Net (loss)		$ (230,696)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Unrealized gain from the trust account		(2,182)
Changes in operating assets and liabilities:
Prepaid expenses	(37,500)	(339,030)
Accrued expenses		(862)
Accrued expenses - related parties		(25,000)
Net cash (used in) operating activities	(37,500)	(597,770)
Cash flows from investing activities:
Investment of cash in Trust Account		(127,765,000)
Net cash (used in) investing activities		(127,765,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid		123,970,000
Proceeds from sale of Private Placement Units		5,195,000
Payment of offering costs		(325,000)
Due to related party	37,600	(100)
Net cash provided by financing activities	37,600	128,839,900
Net increase/(decrease) in cash and cash equivalents	100	477,130
Cash and cash equivalents at the beginning of the period		500,067
Cash and cash equivalents at the end of the period	100	977,197
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial classification of ordinary shares subject to possible redemption		127,765,000
Deferred underwriting fee payable		$ 4,427,500

Note 1 - Organization and Descr

Note 1 - Organization and Description of Business Operations	9 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Note 1 - 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through December 31, 2021, relates to the Company’s formation and its initial public offering (“IPO”), which is described below, and subsequent to IPO, identifying a target company for a Business Combination. 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 cash and marketable securities held in the Trust Account (as defined below). The Company has selected March 31 as its fiscal year end. 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 Upon the closing of the IPO on October 29, 2021, the Company deposited $ 127,765,000 10.10 185 Following the closing of the IPO, cash of $ 764,101 977,197 832,727 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% 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 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 October 29, 2022 (or April 29, 2023 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 10 100 50,000 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 10.00 1,650,000 2,530,000 Upon the closing of the IPO, the Company issued to I-Bankers a five-year warrant to purchase 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% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’ over-allotment option. The fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Liquidity and Capital Resources The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the IPO, proceeds from related party loan and such amount of proceeds from the IPO that were placed in an account outside of the Trust Account for working capital purposes. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. As of December 31, 2021, the Company had a loan payable to the Sponsor in amount of up to $ 500,000 The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than as described above), loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company believes it will have sufficient cash to meet its needs for a reasonable period of time, which is considered to be less than one year from the issuance date of the financial statements. 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.

Note 2 _ Significant Accounting

Note 2 — Significant Accounting Policies	9 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Note 2 — 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. 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 $ 977,197 Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Changes In Redemption Value Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,122,182 Common stock subject to possible redemption $ 127,767,182 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. Fair Value Measurements The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Warrants ASC Topic 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the warrants to I-Bankers do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. The warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. 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 IPO and have been charged to stockholder’s equity upon the completion of the IPO. 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. 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 2020 tax year which is 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 nine months ended December 31, 2021. Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding for the period, excluding shares of common stock subject to forfeiture. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings (loss) of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. Earnings Per Share Table For the Three Months Ended December 31, 2021 For the Three Months Ended December 31, 2020 For the Nine Months Ended December 31, 2021 For the Period from July 8, 2020 (inception) through December 31, 2020 Numerator: Net loss $ (135,423 ) $ — $ (230,696 ) $ — Denominator: Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 9,187,408 — 3,051,292 — Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period 3,162,500 2,750,000 3,162,500 2,750,000 Basic and diluted loss per share – Class A $ (0.01 ) — $ (0.08 ) — Basic and diluted loss per share – Class B $ (0.04 ) $ — $ (0.07 ) $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $ 250,000 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 - Public Offering

Note 3 - Public Offering	9 Months Ended
	Dec. 31, 2021
Note 3 - Public Offering
Note 3 - 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 A total of $ 127,765,000

Note 4 - Related Party Transact

Note 4 - Related Party Transactions	9 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Note 4 - 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 1 287,500 3,162,500 The Founder Shares include an aggregate of up to 412,500 20% The Sponsor has agreed not to transfer, assign or sell 50% 12.50 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 Accrued Expenses - Related Parties As of December 31, 2021, the Company had accrued expenses – related parties in amount of $ 21,000 6,000 5,000 300,000 10 days 0.02 15,000 Loan Payable – Related Party As of December 31, 2021, the Company had a loan payable to the Sponsor in amount of up to $ 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

Note 5 - Commitments and Contin

Note 5 - Commitments and Contingency	9 Months Ended
	Dec. 31, 2021
Commitments
Note 5 - 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 10 days Underwriting Agreement The Company had granted the Underwriters a 30- 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 2,530,000 4,427,500

Note 6 - Stockholders_ Equity

Note 6 - Stockholders’ Equity	9 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Note 6 - Stockholders’ Equity	Note 6 - Stockholders’ Equity The Company is authorized to issue a total of 111,000,000 $0.0001 110,000,000 100,000,000 10,000,000 1,000,000 As of December 31, 2021, there were 620,700 12,650,000 As of December 31, 2021, there were 3,162,500 0.1 for 1 As of December 31, 2021, no share of Preferred Stock was 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. Additionally, in no event will the Company be required to net cash settle the rights, and 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% 180 The Representative Warrants grants to holders demand and “piggy back” rights for periods of five and seven years from October 29, 2021. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of shares issuable upon exercise of the Representative Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the Representative Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. 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

Note 7 - Fair Value Measurement

Note 7 - Fair Value Measurements	9 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Note 7 - Fair Value Measurements	Note 7 - Fair Value Measurements Fair Value Hierarchy Valuation December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 127,767,182

Note 2 _ Significant Accounti_2

Note 2 — Significant Accounting Policies (Policies)	9 Months Ended
	Dec. 31, 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.
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 $ 977,197
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Changes In Redemption Value Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,122,182 Common stock subject to possible redemption $ 127,767,182
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.
Fair Value Measurements	Fair Value Measurements The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Warrants	Warrants ASC Topic 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the warrants to I-Bankers do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. The warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity.
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 IPO and have been charged to stockholder’s equity upon the completion of the IPO.
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.
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 2020 tax year which is 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 nine months ended December 31, 2021.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding for the period, excluding shares of common stock subject to forfeiture. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings (loss) of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. Earnings Per Share Table For the Three Months Ended December 31, 2021 For the Three Months Ended December 31, 2020 For the Nine Months Ended December 31, 2021 For the Period from July 8, 2020 (inception) through December 31, 2020 Numerator: Net loss $ (135,423 ) $ — $ (230,696 ) $ — Denominator: Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 9,187,408 — 3,051,292 — Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period 3,162,500 2,750,000 3,162,500 2,750,000 Basic and diluted loss per share – Class A $ (0.01 ) — $ (0.08 ) — Basic and diluted loss per share – Class B $ (0.04 ) $ — $ (0.07 ) $ —
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $ 250,000
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 2 _ Significant Accounti_3

Note 2 — Significant Accounting Policies (Tables)	9 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Changes In Redemption Value	At December 31, 2021, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Changes In Redemption Value Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,122,182 Common stock subject to possible redemption $ 127,767,182
Earnings Per Share Table	The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding for the period, excluding shares of common stock subject to forfeiture. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings (loss) of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. Earnings Per Share Table For the Three Months Ended December 31, 2021 For the Three Months Ended December 31, 2020 For the Nine Months Ended December 31, 2021 For the Period from July 8, 2020 (inception) through December 31, 2020 Numerator: Net loss $ (135,423 ) $ — $ (230,696 ) $ — Denominator: Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 9,187,408 — 3,051,292 — Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period 3,162,500 2,750,000 3,162,500 2,750,000 Basic and diluted loss per share – Class A $ (0.01 ) — $ (0.08 ) — Basic and diluted loss per share – Class B $ (0.04 ) $ — $ (0.07 ) $ —

Note 7 - Fair Value Measureme_2

Note 7 - Fair Value Measurements (Tables)	9 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Hierarchy Valuation	Fair Value Hierarchy Valuation December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 127,767,182

Note 1 - Organization and Des_2

Note 1 - Organization and Description of Business Operations (Details Narrative)	Oct. 29, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)$ / shares
Partners' Capital Account, Units, Acquisitions | shares	12,650,000	126,500,000
Underwriters IPO units per share | $ / shares	$ 10	$ 10
Units issued with IPO | shares	1,650,000
Partners' Capital Account, Units, Sold in Private Placement | shares	519,500	519,500
Proceeds from Issuance of Private Placement	$ 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
Company proceeds deposit of IPO and private placement sale	$ 127,765,000
Price per unit sold | $ / shares	$ 10.10
Maturity Investment account	185 days
Cash outside trust account	$ 764,101
Company available cash	$ 977,197	$ 977,197	$ 500,067
Company working capital		$ 832,727
Fair market value of net assets	80.00%
Percent of business combination transaction	50.00%	50.00%
Net Tangible Assets for Acquisition	$ 5,000,001
Redemption outstanding public shares	1
[custom:CombinationPeriod-0]	10 days
Interest amount to pay dissolution expenses	$ 50,000
Common Stock, Par or Stated Value Per Share | $ / shares		$ 0.0001
Warrants | shares	632,500
Percent of Class A common stock shares issued	5.00%
Representative warrants exercise price | $ / shares	$ 12
[custom:RepresentativeWarrantsIssued-0] | shares	101,200
Loan payable to Sponsor		$ 500,000
Common Class A [Member]
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001

Earnings Per Share Table (Detai

Earnings Per Share Table (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Net loss	$ (135,423)	$ (78,774)	$ (16,499)			$ (230,696)
Common Class A [Member]
Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period	9,187,408					3,051,292
Basic and diluted loss per share – Class B	$ (0.01)					$ (0.08)
Common Class B [Member]
Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period	3,162,500			2,750,000	2,750,000	3,162,500
Basic and diluted loss per share – Class B	$ (0.04)					$ (0.07)

Note 2 _ Significant Accounti_4

Note 2 — Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2021	Oct. 29, 2021	Mar. 31, 2021
Accounting Policies [Abstract]
Company available cash	$ 977,197	$ 977,197	$ 500,067
FDIC Indemnification Asset	$ 250,000

Note 3 - Public Offering (Detai

Note 3 - Public Offering (Details Narrative) - USD ($)	Oct. 29, 2021	Dec. 31, 2021	Mar. 31, 2021
IPO units	12,650,000	126,500,000
Company sold units price per share	$ 10	$ 10
Units included in IPO	1,650,000
Proceeds from Issuance Initial Public Offering		$ 126,500,000
Common Stock, Par or Stated Value Per Share		$ 0.0001
Company net proceeds of IPO and private placement sale	$ 127,765,000
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001

Note 4 - Related Party Transa_2

Note 4 - Related Party Transactions (Details Narrative)	Oct. 29, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Mar. 15, 2021USD ($)shares
Related Party Transactions [Abstract]
Sponsor purchased shares | shares						2,875,000
[custom:CommonStockValue1-0]						$ 50,000
[custom:StockDividend-0]	0.1
Stock Dividends, Shares | shares	287,500
Shares outstanding per stock dividend | shares	3,162,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Increases (Decreases) in Period | shares				412,500
Percent of Founder shares	20.00%
Percent of Business combination	50.00%	50.00%	50.00%	50.00%
Sponsor agreement before transactions price | $ / shares	$ 12.50
Private placement units | shares	519,500	519,500
Gross proceeds from private placement units	$ 5,195,000
Private Placement rights	30 days
Accrued expense related parties		$ 21,000	$ 21,000	$ 21,000	$ 40,000
Accrued non cash compensation		6,000	6,000	6,000
CFO cash compensation			5,000
Business combination shares | shares	300,000
Days to issue shares post buisness combination	10 days
Fair value price per share | $ / shares	$ 0.02
Cash compensation accrued expense		15,000	15,000	15,000
Loan payable to sponsor		500,000	500,000	500,000
Outstanding loan amount		$ 500,000	$ 500,000	$ 500,000
Price per share - private placement | $ / shares	$ 10	$ 10	$ 10	$ 10

Note 5 - Commitments and Cont_2

Note 5 - Commitments and Contingency (Details Narrative)	Oct. 29, 2021USD ($)$ / sharesshares
Commitments
Registration rights shares | shares	300,000
Days to issue shares post buisness combination	10 days
Days granted to purchase additional units	30 days
Temporary Equity, Shares Subscribed but Unissued | shares	1,650,000
Price per unit over allotment option exercised | $ / shares	$ 0.20
Underwriting commissions | $	$ 2,530,000
Business combination marketing fee | $	$ 4,427,500

Note 6 - Stockholders_ Equity (

Note 6 - Stockholders’ Equity (Details Narrative)	Oct. 29, 2021USD ($)$ / sharesshares	Dec. 31, 2021$ / sharesshares	Mar. 31, 2021$ / sharesshares
Class of Stock [Line Items]
Total authorized shares to issue		111,000,000
Common Stock, par value, per share | $ / shares		$ 0.0001
Common Stock Class B authorized		110,000,000
Preferred Stock authorized		1,000,000	1,000,000
Temporary Equity, Shares Outstanding		12,650,000	12,650,000
Common stock Class B	0.1
Representative warrants exercise price | $ / shares	$ 12
Representative warrants issued	101,200
Representative warrants	632,500
Fair value of representative warrants | $	$ 1,333,482
Warrants price per share | $ / shares	$ 2.11
Expected volatility		35.00%
Risk-free interest rate		1.18%
Lock-up	180 days
Compensation lock up	180 days
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, par value, per share | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock Class B authorized		100,000,000	100,000,000
Common Class B issued and outstanding		620,700	0
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, par value, per share | $ / shares		$ 0.0001	$ 0.0001
Common Stock Class B authorized		10,000,000	10,000,000
Common Class B issued and outstanding		3,162,500	3,162,500

Fair Value Hierarchy Valuation

Fair Value Hierarchy Valuation (Details) - USD ($)	Dec. 31, 2021	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Marketable securities held in Trust Account	$ 127,767,182