Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 24, 2022 | Sep. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
Entity Public Float | $ 0 | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
Class A Common Stock, par value $0.0001 per share | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | DMAQ | ||
Security Exchange Name | NASDAQ | ||
Rights, each exchangeable into one-tenth of one share of Class A Common Stock | |||
Title of 12(b) Security | Rights, each exchangeable into one-tenth of one share of Class A Common Stock | ||
Trading Symbol | DMAQR | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 13,270,700 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 3,162,500 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets | ||
Cash | $ 877,099 | $ 500,067 |
Prepaid expenses | 315,306 | 37,500 |
Cash and marketable securities held in Trust Account | 127,760,867 | |
Total current assets | 128,953,272 | 537,567 |
Total assets | 128,953,272 | 537,567 |
Current liabilities | ||
Accrued expenses - related party | 21,000 | 40,000 |
Accrued expenses | 15,712 | 862 |
Loan payable - related party | 500,000 | |
Due to related party | 100 | |
Total current liabilities | 536,712 | 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 | 4,964,212 | 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 March 31, 2022 and 2021 | ||
Additional paid-in capital | 49,684 | |
Accumulated deficits | (3,776,318) | (59,395) |
Total Stockholders’ (Deficit) | (3,775,940) | (9,395) |
Total Liabilities and Stockholders’ (Deficit) | 128,953,272 | 537,567 |
Common Class A [Member] | ||
Stockholders’ (Deficit) | ||
Common Stock, Value, Issued | 62 | |
Common Class B [Member] | ||
Stockholders’ (Deficit) | ||
Common Stock, Value, Issued | $ 316 | $ 316 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 |
Common stock subject to possible redemption, shares | 12,650,000 | |
Common stock subject to possible redemption, price per share | $ 10.10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 620,700 | 0 |
Common stock, shares issued | 620,700 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 3,162,500 | 3,162,500 |
Common stock, shares issued | 3,162,500 | 3,162,500 |
Statements of Operations
Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Operating expense | ||
Officers compensation | $ 46,000 | $ 60,000 |
General and administrative expenses | 13,395 | 349,912 |
Total operating expense | 59,395 | 409,912 |
Other income | ||
Unrealized (loss) from the trust account | (4,133) | |
Total other income | (4,133) | |
Net (loss) before income tax | (59,395) | (414,045) |
Income tax | ||
Net income (loss) | $ (59,395) | $ (414,045) |
Common Class A [Member] | ||
Net (loss) per share | ||
Basic and diluted | $ (0.05) | |
Weighted average number of shares | ||
Basic and diluted | 5,578,069 | |
Common Class B [Member] | ||
Net (loss) per share | ||
Basic and diluted | $ (0.02) | $ (0.05) |
Weighted average number of shares | ||
Basic and diluted | 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] | Common Class A [Member] | Common Class B [Member] | Total |
Beginning balance, value at Jul. 07, 2020 | |||||||||
Preferred Stock, Shares Outstanding, Beginning Balance at Jul. 07, 2020 | |||||||||
Common Stock, Shares, Outstanding, Beginning Balance at Jul. 07, 2020 | |||||||||
Class B common stock issued for cash (1) | $ 316 | 49,684 | 50,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,162,500 | ||||||||
Net (loss) | (59,395) | (59,395) | |||||||
Ending balance, value at Mar. 31, 2021 | $ 316 | 49,684 | (59,395) | $ (9,395) | |||||
Preferred Stock, Shares Outstanding, Ending Balance at Mar. 31, 2021 | 0 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 3,162,500 | 0 | 3,162,500 | ||||||
Net (loss) | $ (414,045) | $ (414,045) | |||||||
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, shares | 101,200 | ||||||||
Sale of 519,500 private units | 52 | 5,194,948 | 5,195,000 | ||||||
Sale of private units, shares | 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 Mar. 31, 2022 | $ 62 | $ 316 | $ (3,776,318) | $ (3,775,940) | |||||
Preferred Stock, Shares Outstanding, Ending Balance at Mar. 31, 2022 | 0 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 620,700 | 3,162,500 | 620,700 | 3,162,500 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders (Deficit) (Parenthetical) - shares | 12 Months Ended | |
Oct. 29, 2021 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Sale of private units, shares | 519,500 | 519,500 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) | $ (59,395) | $ (414,045) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Unrealized loss from the trust account | 4,133 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (37,500) | (277,806) |
Accrued expenses | 862 | 14,850 |
Accrued expenses - related parties | 46,000 | (25,000) |
Net cash (used in) operating activities | (50,033) | (697,868) |
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 | 100 | (100) |
Net increase/(decrease) in cash and cash equivalents | 500,067 | 377,032 |
Cash and cash equivalents at the beginning of the period | 500,067 | |
Cash and cash equivalents at the end of the period | 500,067 | 877,099 |
Cash paid for interest | ||
Cash paid for income taxes | ||
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 | 12 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through March 31, 2022, 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 $ 764,101 877,099 655,693 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. 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 March 31, 2022 and 2021, the Company had a loan payable to the Sponsor in amount of $ 500,000 500,000 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. 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. Going Concern and Management’s Plan The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination. The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
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 $ 877,099 500,067 Marketable Securities Held in Trust Account At March 31, 2022, 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. As of March 31, 2022 and 2021, the marketable securities held in the Trust Account were $ 127,760,867 0 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 March 31, 2022, 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 4,110,867 Common stock subject to possible redemption $ 127,760,867 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. 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 years ended March 31, 2022 and 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 March 31, 2022 and 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 Year Ended March 31, 2022 For the Period from July 8, 2020 (inception) through March 31, 2021 Numerator: Net loss $ (414,045 ) $ (59,395 ) Denominator: Basic and diluted loss per share – Class A $ (0.05 ) — Basic and diluted loss per share – Class B $ (0.05 ) $ (0.02 ) Denominator for basic and diluted earnings per share - Weighted-average shares of Class A common stock issued and outstanding during the period 5,578,069 — 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 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 | 12 Months Ended |
Mar. 31, 2022 | |
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 | 12 Months Ended |
Mar. 31, 2022 | |
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 20 30 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 March 31, 2022 and 2021, the Company had accrued expenses – related parties in amount of $ 21,000 46,000 6,000 5,000 300,000 10 days 0.02 15,000 40,000 Loan Payable – Related Party As of March 31, 2022 and 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 10.00 |
Note 5 - Commitments and Contin
Note 5 - Commitments and Contingency | 12 Months Ended |
Mar. 31, 2022 | |
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 | 12 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, there were 620,700 12,650,000 0 As of March 31, 2022 and 2021, there were 3,162,500 shares of Class B common stock issued and outstanding, which such amount having been restated to reflect a 0.1 for 1 stock dividend for each share of Class B common stock outstanding in October 2021. As of March 31, 2022 and 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 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 |
Note 7 - Fair Value Measurement
Note 7 - Fair Value Measurements | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Note 7 - Fair Value Measurements | Note 7 - Fair Value Measurements Fair Value Hierarchy Valuation March 31, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 127,760,867 There was no such presentation as of March 31, 2021 since the IPO was not consummated until October 29, 2021. |
Note 2 - Significant Accounti_2
Note 2 - Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
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 $ 877,099 500,067 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022, 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. As of March 31, 2022 and 2021, the marketable securities held in the Trust Account were $ 127,760,867 0 |
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 March 31, 2022, 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 4,110,867 Common stock subject to possible redemption $ 127,760,867 |
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. |
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 years ended March 31, 2022 and 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 March 31, 2022 and 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 Year Ended March 31, 2022 For the Period from July 8, 2020 (inception) through March 31, 2021 Numerator: Net loss $ (414,045 ) $ (59,395 ) Denominator: Basic and diluted loss per share – Class A $ (0.05 ) — Basic and diluted loss per share – Class B $ (0.05 ) $ (0.02 ) Denominator for basic and diluted earnings per share - Weighted-average shares of Class A common stock issued and outstanding during the period 5,578,069 — 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 |
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) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Changes In Redemption Value | At March 31, 2022, 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 4,110,867 Common stock subject to possible redemption $ 127,760,867 |
Earnings Per Share Table | For the Year Ended March 31, 2022 For the Period from July 8, 2020 (inception) through March 31, 2021 Numerator: Net loss $ (414,045 ) $ (59,395 ) Denominator: Basic and diluted loss per share – Class A $ (0.05 ) — Basic and diluted loss per share – Class B $ (0.05 ) $ (0.02 ) Denominator for basic and diluted earnings per share - Weighted-average shares of Class A common stock issued and outstanding during the period 5,578,069 — 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 |
Note 7 - Fair Value Measureme_2
Note 7 - Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy Valuation | Fair Value Hierarchy Valuation March 31, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 127,760,867 |
Note 1 - Organization and Des_2
Note 1 - Organization and Description of Business Operations (Details Narrative) | 12 Months Ended | |||
Oct. 29, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares | Mar. 31, 2021 USD ($) $ / shares | |
IPO units | shares | 12,650,000 | 126,500,000 | ||
Underwriters IPO units per share | $ / shares | $ 10 | $ 10 | ||
Units issued with IPO | shares | 1,650,000 | |||
Private placement units | shares | 519,500 | 519,500 | ||
Gross proceeds from private placement untis | $ 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 | |||
Assets Held-in-trust | $ 127,765,000 | $ 127,760,867 | $ 0 | |
Price per unit sold | $ / shares | $ 10.10 | |||
Maturity on U.S. government securities | 185 days | |||
Cash outside trust account | $ 764,101 | |||
Company available cash | 877,099 | 500,067 | ||
Company working capital | $ 655,693 | |||
Fair market value of net assets | 80% | |||
Percent of business combination transaction | 50% | |||
Net Tangible Assets for Acquisition | $ 5,000,001 | |||
Redemption outstanding public shares | 1 | |||
Business combination period | 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% | |||
Representative warrants exercise price | $ / shares | $ 12 | |||
Representative shares | shares | 101,200 | |||
Marketing agreement percent | 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. | |||
Funding | $ 500,000 | $ 500,000 | ||
Common Class A [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Changes In Redemption Value (De
Changes In Redemption Value (Details) | Mar. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
Gross proceeds | $ 126,500,000 |
Common stock issuance costs | (2,855,000) |
Remeasurement of carrying value to redemption value | 4,110,867 |
Common stock subject to possible redemption | $ 127,760,867 |
Earnings Per Share Table (Detai
Earnings Per Share Table (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Net loss | $ (59,395) | $ (414,045) |
Common Class A [Member] | ||
Basic and diluted loss per share | $ (0.05) | |
Denominator for basic and diluted earnings per share - Weighted-average shares of common stock issued and outstanding during the period | 5,578,069 | |
Common Class B [Member] | ||
Basic and diluted loss per share | $ (0.02) | $ (0.05) |
Denominator for basic and diluted earnings per share - Weighted-average shares of common stock issued and outstanding during the period | 2,750,000 | 3,162,500 |
Note 2 - Significant Accounti_4
Note 2 - Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2022 | Oct. 29, 2021 | Mar. 31, 2021 |
Accounting Policies [Abstract] | |||
Company cash available | $ 877,099 | $ 500,067 | |
Trust account amount | 127,760,867 | $ 127,765,000 | $ 0 |
FDIC Indemnification Asset | $ 250,000 |
Note 3 - Public Offering (Detai
Note 3 - Public Offering (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 29, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | 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 | |||
Gross proceeds for IPO | $ 126,500,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Trust account | $ 127,765,000 | $ 127,760,867 | $ 0 | |
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) - USD ($) | 8 Months Ended | 12 Months Ended | ||||
Oct. 29, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 15, 2021 | |
Related Party Transactions [Abstract] | ||||||
Sponsor purchased shares | 2,875,000 | |||||
Aggregate purchase price | $ 50,000 | |||||
Stock dividend | 0.1 | |||||
Stock dividend shares | 287,500 | |||||
Shares outstanding per stock dividend | 3,162,500 | |||||
Founder shares subject to forfeiture | 412,500 | |||||
Percent of Founder shares | 20% | |||||
Percent of Business combination | 50% | |||||
Sponsor agreement before transactions price | $ 12.50 | |||||
Trading days | 20 days | |||||
Private Placement rights | 30 days | |||||
Private placement units | 519,500 | 519,500 | ||||
Gross proceeds from private placement units | $ 5,195,000 | |||||
Accrued expense related parties | $ 21,000 | $ 21,000 | $ 40,000 | |||
Accrued expense related parties | 46,000 | |||||
Accrued non cash compensation | 6,000 | |||||
CFO cash compensation | 5,000 | |||||
Business combination shares | 300,000 | |||||
Days to issue shares post buisness combination | 10 days | |||||
Fair value price per share | $ 0.02 | |||||
Accured expenses related to cash compensation | 15,000 | 15,000 | 40,000 | |||
Funding | $ 500,000 | 500,000 | $ 500,000 | |||
Working capital loans | $ 1,500,000 | |||||
Price per share - private placement | $ 10 | $ 10 |
Note 5 - Commitments and Cont_2
Note 5 - Commitments and Contingency (Details Narrative) | Oct. 29, 2021 USD ($) $ / shares shares |
Commitments | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 300,000 |
[custom:BusinessCombination] | 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) | 12 Months Ended | |||
Oct. 29, 2021 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Mar. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||
Total authorized shares to issue | 111,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||
Common Stock authorized | 110,000,000 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Temporary Equity, Shares Outstanding | 12,650,000 | |||
[custom:StockDividend-0] | 0.1 | |||
Holder rights | 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 March 31, 2022, there were 620,700 12,650,000 0 As of March 31, 2022 and 2021, there were 3,162,500 shares of Class B common stock issued and outstanding, which such amount having been restated to reflect a 0.1 for 1 stock dividend for each share of Class B common stock outstanding in October 2021. As of March 31, 2022 and 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 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 | |||
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% | |||
Risk-free interest rate | 1.18% | |||
Lock-up | 180 days | |||
Rights [Member] | ||||
Class of Stock [Line Items] | ||||
Holder 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). | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common Stock, Shares, Issued | 620,700 | 0 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Common Stock, Shares, Issued | 3,162,500 | 3,162,500 |
Fair Value Hierarchy Valuation
Fair Value Hierarchy Valuation (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Marketable securities held in Trust Account | $ 127,760,867 |