Cover
Cover | 3 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
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 | 1096 Keeler Avenue |
Entity Address, City or Town | Berkeley |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94708 |
City Area Code | (650) |
Local Phone Number | 246-9907 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
Contact Personnel Name | Humphrey P. Polanen |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets | |||
Cash | $ 542,033 | $ 595,536 | $ 877,099 |
Prepaid expenses | 20,408 | 315,306 | |
Cash and marketable securities held in Trust Account | 9,471,338 | 9,160,803 | 127,760,867 |
Total current assets | 10,013,371 | 9,776,747 | 128,953,272 |
Total assets | 10,013,371 | 9,776,747 | 128,953,272 |
Current liabilities | |||
Accrued expenses - related party | 21,000 | 6,000 | 21,000 |
Accrued expenses | 1,149,689 | 866,500 | 15,712 |
Taxes payable | 57,569 | 57,569 | |
Loan payable - related party | 2,065,000 | 1,865,000 | 500,000 |
Total current liabilities | 3,293,258 | 2,795,069 | 536,712 |
Non-current liabilities | |||
Deferred underwriting commissions | 4,427,500 | 4,427,500 | 4,427,500 |
Total non-current liabilities | 4,427,500 | 4,427,500 | 4,427,500 |
Total liabilities | 7,720,758 | 7,222,569 | 4,964,212 |
Common stock subject to possible redemption, 830,210 shares at $10.83 per share and 12,650,000 shares at $10.10 per share as of March 31, 2023 and March 31, 2022, respectively | 9,304,969 | 8,994,434 | 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, 2023 and March 31, 2022 | |||
Additional paid-in capital | |||
Accumulated deficits | (7,012,734) | (6,440,634) | (3,776,318) |
Total Stockholders’ (Deficit) | (7,012,356) | (6,440,256) | (3,775,940) |
Total Liabilities and Stockholders’ (Deficit) | 10,013,371 | 9,776,747 | 128,953,272 |
Common Class A [Member] | |||
Stockholders’ (Deficit) | |||
Common stock value | 378 | 378 | 62 |
Common Class B [Member] | |||
Stockholders’ (Deficit) | |||
Common stock value | $ 316 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Temporary Equity, Shares Outstanding | 830,210 | 830,210 | 12,650,000 |
Temporary Equity, Redemption Price Per Share | $ 11.21 | $ 10.83 | $ 10.10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,783,200 | 3,783,200 | 620,700 |
Common stock, shares outstanding | 3,783,200 | 3,783,200 | 620,700 |
Common stock shares subject to possible redemption | 830,210 | 830,210 | 12,650,000 |
Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 0 | 0 | 3,162,500 |
Common stock, shares outstanding | 0 | 0 | 3,162,500 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expense | ||||
Officers compensation | $ 15,000 | $ 15,000 | $ 60,000 | $ 60,000 |
Franchise taxes | 43,917 | 50,000 | 200,000 | 1,177 |
General and administrative expenses | 313,183 | 204,833 | 1,907,122 | 348,735 |
Total operating expense | 372,100 | 269,833 | 2,167,122 | 409,912 |
Other income | ||||
Investment income (loss) on investments held in Trust Account | 110,535 | 115,413 | 1,824,459 | (4,133) |
Total other income | 110,535 | 115,413 | 1,824,459 | (4,133) |
Net loss before income tax | (261,565) | (154,420) | (342,663) | (414,045) |
Income tax | 57,569 | |||
Net loss | $ (261,565) | $ (154,420) | $ (400,232) | $ (414,045) |
Common Class A [Member] | ||||
Net loss per share | ||||
Basic | $ (0.06) | $ (0.01) | $ (0.03) | $ (0.05) |
Diluted | $ (0.06) | $ (0.01) | $ (0.03) | $ (0.05) |
Weighted average number of shares | ||||
Basic | 4,613,410 | 13,270,700 | 10,946,277 | 5,578,069 |
Diluted | 4,613,410 | 13,270,700 | 10,946,277 | 5,578,069 |
Common Class B [Member] | ||||
Net loss per share | ||||
Basic | $ (0.02) | $ (0.03) | $ (0.05) | |
Diluted | $ (0.02) | $ (0.03) | $ (0.05) | |
Weighted average number of shares | ||||
Basic | 3,162,500 | 2,313,390 | 3,162,500 | |
Diluted | 3,162,500 | 2,313,390 | 3,162,500 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 316 | $ 49,684 | $ (59,395) | $ (9,395) | ||
Beginning balance, shares at Mar. 31, 2021 | 3,162,500 | |||||
Net loss | (414,045) | (414,045) | ||||
Sale of 519,500 private units | $ 52 | 5,194,948 | 5,195,000 | |||
Sale of 519,500 private units, shares | 519,500 | |||||
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 | |||||
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) | ||
Ending balance, shares at Mar. 31, 2022 | 620,700 | 3,162,500 | ||||
Net loss | (154,420) | (154,420) | ||||
Ending balance, value at Jun. 30, 2022 | $ 62 | $ 316 | (3,930,738) | (3,930,360) | ||
Ending balance, shares at Jun. 30, 2022 | 620,700 | 3,162,500 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 62 | $ 316 | (3,776,318) | (3,775,940) | ||
Beginning balance, shares at Mar. 31, 2022 | 620,700 | 3,162,500 | ||||
Net loss | (400,232) | (400,232) | ||||
Accretion for Class A common stock to redemption amount | (2,264,084) | (2,264,084) | ||||
Conversion from Class B to Class A | $ 316 | $ (316) | ||||
Conversion from Class B to Class A, shares | 3,162,500 | (3,162,500) | ||||
Ending balance, value at Mar. 31, 2023 | $ 378 | (6,440,634) | (6,440,256) | |||
Ending balance, shares at Mar. 31, 2023 | 3,783,200 | 0 | ||||
Net loss | (261,565) | (261,565) | ||||
Accretion for Class A common stock to redemption amount | (310,535) | (310,535) | ||||
Ending balance, value at Jun. 30, 2023 | $ 378 | $ (7,012,734) | $ (7,012,356) | |||
Ending balance, shares at Jun. 30, 2023 | 3,783,200 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' (Deficit) (Parenthetical) - shares | 12 Months Ended | |
Oct. 29, 2021 | Mar. 31, 2022 | |
Private Placement [Member] | Common Class A [Member] | ||
Stock issued during period shares new issues, shares | 519,500 | 519,500 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (261,565) | $ (154,420) | $ (400,232) | $ (414,045) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Investment income earned on investments held in Trust Account | (110,535) | (115,413) | (1,824,459) | 4,133 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 20,408 | 76,225 | 294,898 | (277,806) |
Accrued expenses | 283,189 | 39,486 | 850,788 | 14,850 |
Accrued expenses - related parties | 15,000 | (15,000) | (15,000) | (25,000) |
Taxes payable | 57,569 | |||
Net cash (used in) operating activities | (53,503) | (169,122) | (1,036,436) | (697,868) |
Cash flows from investing activities: | ||||
Distribution for taxes payments | 754,873 | |||
Cash released from trust account | 121,034,650 | |||
Investment of cash in Trust Account | (200,000) | (1,365,000) | (127,765,000) | |
Net cash provided by (used in) investing activities | (200,000) | 120,424,523 | (127,765,000) | |
Cash flows from financing activities: | ||||
Proceeds from extension loan – related parties | 200,000 | 1,365,000 | ||
Cash used for common stock redemption | (121,034,650) | |||
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) | |||
Net cash provided by (used in) financing activities | 200,000 | (119,669,650) | 128,839,900 | |
Net increase/(decrease) in cash and cash equivalents | (53,503) | (169,122) | (281,563) | 377,032 |
Cash and cash equivalents at the beginning of the period | 595,536 | 877,099 | 877,099 | 500,067 |
Cash and cash equivalents at the end of the period | 542,033 | 707,977 | 595,536 | 877,099 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Initial classification of common stock subject to possible redemption | 127,765,000 | |||
Deferred underwriting fee payable | 4,427,500 | |||
Additional shares issued to sponsor due to upsize of IPO | 28 | |||
Reclassification of Class A common stock | 316 | |||
Remeasurement for Class A common stock subject to possible redemption | $ 310,535 | $ 2,264,084 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 - Basis of Presentation The accompanying unaudited financial statements of Deep Medicine Acquisition Corp. (the “Company”) have been prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the applicable rules and regulations for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended March 31, 2023. The interim results for the three months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending March 31, 2024 or for any future interim periods. |
Organization and Description of
Organization and Description of Business Operations | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Description of Business Operations | Note 2 - Organization and Description of Business Operations 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 June 30, 2023, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through June 30, 2023, 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 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) Following the closing of the IPO on October 29, 2021, cash of $ 764,101 542,033 2,751,225 On March 31, 2023, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with DMAC Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), TruGolf, Inc., a Nevada corporation (“TruGolf”), Bright Vision Sponsor LLC, a Delaware limited liability company, solely in the capacity as the representative for certain stockholders of the Company (the “Purchaser Representative”), and Christopher Jones, an individual, solely in the capacity as the representative for stockholders of TruGolf (the “Seller Representative”). Pursuant to the Original Merger Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into TruGolf, with TruGolf surviving as a wholly-owned subsidiary of the Company, and with TruGolf’s equity holders receiving shares of the Company’s common stock. On July 21, 2023, the Company, Merger Sub, the Purchaser Representative and the Seller Representative, entered into an Amended and Restated Agreement and Plan of Merger (as may be amended and/or restated from time to time, the “Restated Merger Agreement”) pursuant to which the Original Merger Agreement was amended and restated to provide, among other things, that (i) contingent earnout shares will be issued after the Closing, if and when earned, upon the Company meeting the milestones specified in the Restated Merger Agreement, rather than being issued at the closing of the merger and being placed into escrow subject to potential forfeiture; and (ii) the per share price of the Company’s common stock used in the calculation of the number of shares to be issued to the Sellers as merger consideration shall be $ 10.00 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 According to the Company’s second amended and restated certificate of incorporation, as amended (the “Charter”), the Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 any shares of Class A common stock held by them in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to any shares of Class A common stock held by them in connection with a stockholder vote to approve an amendment to the Charter (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 Charter 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 initially had until October 29, 2022 (the “Initial Combination Period”) to complete a Business Combination. On October 19, 2022, an aggregate of $ 1,265,000 100 50,000 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period (as defined below). 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 (as defined below). The underwriters have agreed to waive their rights to their business combination marketing fees (see Note 9) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period (as defined below) 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 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) On December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “2022 Special Meeting”). At the 2022 Special Meeting, the Company’s stockholders approved amendments to the Charter to (i) extend the date by which the Company must consummate its initial Business Combination from January 29, 2023 to July 29, 2023, or such earlier date as determined by the Company’s board of directors (the “Second Extension”) and (ii) provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial Business Combination. The Charter amendments approved on the 2022 Special Meeting were filed with the Secretary of State of the State of Delaware on December 27, 2022. Subsequently, the stockholders holding all of the issued and outstanding Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one basis. Accordingly, 3,162,500 3,162,500 3,162,500 11,819,790 121,034,650 10.24 300,000 50,000 On July 13, 2023, the Company held a special meeting of stockholders (the “2023 Special Meeting”), at which the Company’s stockholders approved a charter amendment to extend the date by which the Company must consummate its initial Business Combination from July 29, 2023 to January 29, 2024, or such earlier date as determined by the Company’s board of directors (the “Third Extension”) (the 27-month period, from the closing of the IPO to January 29, 2024 (or such earlier date as determined by the board), as extended by the Third Extension, unless further extended pursuant to the Company’s Charter, that the Company has to consummate an initial Business Combination, the “Combination Period”). The Charter amendment approved on the 2023 Special Meeting was filed with the Secretary of State of the State of Delaware on July 13, 2023. On the 2023 Special Meeting, the Company’s stockholders holding 255,446 2,914,230 11.41 4,357,964 574,764 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 for $ 110 11,000,000 10.00 15 1,650,000 2,530,000 Upon the closing of the IPO, the Company issued to I-Bankers a five-year 632,500 5.0 12.00 101,200 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 stockholders 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 June 30, 2023 and March 31, 2023, the Company had loans payable to the Sponsor and its affiliates in amount of $ 2,065,000 1,865,000 500,000 On October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $ 1,265,000 1,265,000 On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 300,000 The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, 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. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 FASB Accounting Standards Update (“ASU”) Topic 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 stockholders, 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 Charter (unless otherwise amended by stockholders). 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 until the consummation of a Business Combination or for a period of time within one year after the date that these unaudited 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 1 - Organization and Description of Business Operations 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, 2023, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through March 31, 2023, 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 $ 764,101 595,536 554,873 2,179,125 On July 12, 2022, the Company entered into a definitive Business Combination Agreement (“Chijet Business Combination Agreement”) with Chijet Inc. (together with its subsidiaries, “Chijet”), each of the referenced holders of Chijet’s outstanding shares (collectively, the “Sellers”), Chijet Motor Company, Inc., a wholly-owned subsidiary of Chijet (“Pubco”), and Chijet Motor (USA) Company, Inc., a wholly-owned subsidiary of Pubco. Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles. In addition, Chijet indirectly holds an over 64 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 On March 31, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DMAC Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), TruGolf, Inc., a Nevada corporation (“TruGolf”), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the representative for certain stockholders of the Company, and Christopher Jones, an individual, in the capacity as the representative for stockholders of TruGolf. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into TruGolf, with TruGolf surviving as a wholly-owned subsidiary of the Company, and with TruGolf’s equity holders receiving shares of the Company’s common stock. 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 any shares of Class A common stock held by them in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to any shares of Class A common stock held by them 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. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 The Company initially had until October 29, 2022 (or April 29, 2023 if the Company may extend the period of time to consummate a Business Combination) (the “Initial Combination Period”) to complete a Business Combination. On October 19, 2022, an aggregate of $ 1,265,000 100 50,000 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period (as defined below). 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 (as defined below). The underwriters have agreed to waive their rights to their business combination marketing fees (see Note 9) held in the Trust Account in the event the Company does not complete a Business Combination within the Initial 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 On December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to (i) extend the date by which the Company must consummate its initial Business Combination from January 29, 2023 to July 29, 2023 (the “Combination Period”), or such earlier date as determined by the Company’s board of directors and (ii) provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial Business Combination. Subsequently, the Charter Amendment was filed with the Secretary of State of the State of Delaware and stockholders holding all of the issued and outstanding Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one basis. The Combination Period is extended to July 29, 2023, provided that an additional amount of $ 50,000 Accordingly, an aggregate of $ 100,000 100,000 3,162,500 3,162,500 3,162,500 11,819,790 121,034,650 10.24 830,210 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 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 for $ 110 11,000,000 10.00 15 1,650,000 2,530,000 Upon the closing of the IPO, the Company issued to I-Bankers a five-year 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 stockholders 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, 2023 and March 31, 2022, the Company had loans payable to the Sponsor and its affiliates in amount of $ 1,865,000 500,000 500,000 On October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $ 1,265,000 On October 19, 2022, an aggregate of $ 1,265,000 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 50,000 100,000 100,000 The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, 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 FASB Accounting Standards Update (“ASU”) Topic 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 stockholders, 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 stockholders). 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 until the consummation of a Business Combination or for a period of time within one year after the date that these 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. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3 - Recent Accounting Pronouncements Management of the Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4 - 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 cash of $ 542,033 595,536 no DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) |
Marketable Securities Held in T
Marketable Securities Held in Trust Account | 3 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities Held in Trust Account | Note 5 - Marketable Securities Held in Trust Account At June 30, 2023, 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 June 30, 2023 and March 31, 2023, the marketable securities held in the Trust Account were $ 9,471,338 9,160,803 |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 3 Months Ended |
Jun. 30, 2023 | |
Common Stock Subject To Possible Redemption | |
Common Stock Subject to Possible Redemption | Note 6 - Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB 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 is classified as stockholders’ 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 stockholders’ 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 June 30, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Redemption Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,120,000 Common stock subject to possible redemption, March 31, 2022 $ 127,765,000 Less: Distribution for redemption (121,034,650 ) Plus: Remeasurement of carrying value to redemption value 2,264,084 Common stock subject to possible redemption, March 31, 2023 $ 8,994,434 Plus: Additional deposit for extension 200,000 Remeasurement of carrying value to redemption value 110,535 Common stock subject to possible redemption, June 30, 2023 $ 9,304,969 |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 3 Months Ended |
Jun. 30, 2023 | |
Net loss per share | |
Net Loss per Share of Common Stock | Note 7 - Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements FASB 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. During the three months ended June 30, 2023 and 2022, 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. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) Schedule of Diluted Loss Per Share of Common Stock For the For the Numerator: Net loss $ (261,565 ) $ (154,420 ) Denominator: Basic and diluted loss per share – Class A $ (0.06 ) (0.01 ) Basic loss per share – Class A $ (0.06 ) (0.01 ) Basic and diluted loss per share – Class B $ N/A $ (0.02 ) Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,613,410 13,270,700 Denominator for basic earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,613,410 13,270,700 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 Denominator for basic earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period - 3,162,500 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 8 - Related Party Transactions Accrued Expenses - Related Parties As of June 30, 2023 and March 31, 2023, the Company had accrued expenses – related parties in amount of $ 21,000 6,000 6,000 5,000 300,000 0.02 15,000 0 Loan Payable – Related Party As of June 30, 2023 and March 31, 2023, the Company had a loan payable to the Sponsor in amount of $ 500,000 500,000 On October 15, 2022, the Company issued the Sponsor Affiliate Notes in an aggregate principal amount of $ 1,265,000 1,265,000 On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 300,000 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 no | Note 3 - Related Party Transactions Accrued Expenses - Related Parties As of March 31, 2023 and March 31, 2022, the Company had accrued expenses – related parties in amount of $ 6,000 21,000 6,000 5,000 300,000 0.02 0 15,000 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 Loan Payable – Related Party As of March 31, 2023 and March 31, 2022, the Company had loans payable to the Sponsor and its affiliates in amount of $ 1,865,000 500,000 500,000 On October 15, 2022, the Company issued the Sponsor Affiliate Notes in an aggregate principal amount of $ 1,265,000 1,265,000 On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 50,000 100,000 100,000 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 no |
Commitments and Contingency
Commitments and Contingency | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingency | Note 9 - 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 Underwriting Agreement The Company had granted the Underwriters a 30-day option from the date of IPO to purchase up to 1,650,000 Simultaneously upon the closing of the IPO, the Underwriters exercised the over-allotment option in full. As such, the Underwriters were paid an underwriting discount and commission of $ 0.20 2,530,000 4,427,500 | Note 4 - 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 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 Underwriting Agreement The Company had granted the Underwriters a 30-day option from the date of IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. 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 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 10 - 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 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) As of June 30, 2023 and March 31, 2023, no As of June 30, 2023 and March 31, 2023, there were 3,783,200 830,210 As of June 30, 2023 and March 31, 2023, there were no 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 five years 180 DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 the Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1). | Note 5 - 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, 2023 and March 31, 2022, no As of March 31, 2023 and March 31, 2022, there were 3,783,200 620,700 830,210 12,650,000 As of March 31, 2023 and March 31, 2022, there were no 3,162,500 Subsequent to the Company’s special meeting of stockholders held on December 23, 2022, stockholders holding all of the issued and outstanding Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one basis. The Combination Period is extended to July 29, 2023, provided that an additional amount of $ 50,000 3,162,500 3,162,500 3,162,500 11,819,790 121,034,650 10.24 830,210 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. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 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 five years 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 Initial Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1). |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 11 - Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy Valuation Description Level June 30, 2023 March 31, 2023 Assets: Marketable securities held in Trust Account 1 $ 9,471,338 $ 9,160,803 | Note 6 - Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy Valuation Description Level March 31, 2023 March 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 9,160,803 $ 127,760,867 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 12 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date these financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the followings: In July 2023, the Company and the Sponsor entered into certain non-redemption agreements (“Non-Redemption Agreements”) with each of six unaffiliated third parties, with respect to a maximum aggregate of 514,773 185,179 On July 13, 2023, the Company held the 2023 Special Meeting, at which the Company’s stockholders approved the Third Extension. For additional information, refer to the Company’s Current Report on Form 8-K as filed with the SEC on July 14, 2023. On July 21, 2023, the Company, Merger Sub, the Purchaser Representative and the Seller Representative, entered into the Restated Merger Agreement, pursuant to which the Original Merger Agreement was amended and restated. For additional information, refer to the Company’s Current Report on Form 8-K as filed with the SEC on July 24, 2023. | Note 7 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date these financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the followings: On July 13, 2023, the Company held a special meeting of the Company’s stockholders, at the Company’s stockholders approved a charter amendment to extend the date by which the Company must consummate its initial business combination from July 29, 2023 to January 29, 2024, or such earlier date as determined by the Company’s board of directors. The Company’s stockholders holding 255,446 2,914,230 11.41 4,357,964 574,764 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 cash of $ 595,536 554,873 877,099 Marketable Securities Held in Trust Account At March 31, 2023, 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, 2023 and March 31, 2022, the marketable securities held in the Trust Account were $ 9,160,803 127,760,867 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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 is classified as stockholders’ 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 stockholders’ equity section of the Company’s balance sheet. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 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, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Redemption Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,120,000 Common stock subject to possible redemption, March 31, 2022 $ 127,765,000 Less: Distribution for redemption (121,034,650 ) Plus: Remeasurement of carrying value to redemption value 2,264,084 Common stock subject to possible redemption, March 31, 2023 $ 8,994,434 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. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 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 FASB 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. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. During the year ended March 31, 2023, the Company generated taxable income of $ 274,139 57,569 0 0 0 0 0 The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 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, 2023 and March 31, 2022, 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. Schedule of Diluted Loss Per Share of Common Stock For the Year Ended March 31, 2023 For the Year Ended March 31, 2022 Numerator: Net loss $ (400,232 ) $ (414,045 ) Denominator: Basic and diluted loss per share – Class A $ (0.03 ) (0.05 ) Basic and diluted loss per share – Class B $ (0.03 ) $ (0.05 ) Denominator for basic and diluted earnings per share - Weighted-average shares of Class A common stock issued and outstanding during the period 10,946,277 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 2,313,390 3,162,500 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 FASB issued FASB ASU Topic 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
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 cash of $ 595,536 554,873 877,099 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2023, 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, 2023 and March 31, 2022, the marketable securities held in the Trust Account were $ 9,160,803 127,760,867 |
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 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 is classified as stockholders’ 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 stockholders’ equity section of the Company’s balance sheet. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 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, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Redemption Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,120,000 Common stock subject to possible redemption, March 31, 2022 $ 127,765,000 Less: Distribution for redemption (121,034,650 ) Plus: Remeasurement of carrying value to redemption value 2,264,084 Common stock subject to possible redemption, March 31, 2023 $ 8,994,434 |
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. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 |
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 FASB 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. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. During the year ended March 31, 2023, the Company generated taxable income of $ 274,139 57,569 0 0 0 0 0 The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. DEEP MEDICINE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2023 |
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, 2023 and March 31, 2022, 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. Schedule of Diluted Loss Per Share of Common Stock For the Year Ended March 31, 2023 For the Year Ended March 31, 2022 Numerator: Net loss $ (400,232 ) $ (414,045 ) Denominator: Basic and diluted loss per share – Class A $ (0.03 ) (0.05 ) Basic and diluted loss per share – Class B $ (0.03 ) $ (0.05 ) Denominator for basic and diluted earnings per share - Weighted-average shares of Class A common stock issued and outstanding during the period 10,946,277 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 2,313,390 3,162,500 |
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 FASB issued FASB ASU Topic 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. |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Common Stock Subject To Possible Redemption | ||
Schedule of Common Stock Subject to Redemption | At June 30, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Redemption Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,120,000 Common stock subject to possible redemption, March 31, 2022 $ 127,765,000 Less: Distribution for redemption (121,034,650 ) Plus: Remeasurement of carrying value to redemption value 2,264,084 Common stock subject to possible redemption, March 31, 2023 $ 8,994,434 Plus: Additional deposit for extension 200,000 Remeasurement of carrying value to redemption value 110,535 Common stock subject to possible redemption, June 30, 2023 $ 9,304,969 | At March 31, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Redemption Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,120,000 Common stock subject to possible redemption, March 31, 2022 $ 127,765,000 Less: Distribution for redemption (121,034,650 ) Plus: Remeasurement of carrying value to redemption value 2,264,084 Common stock subject to possible redemption, March 31, 2023 $ 8,994,434 |
Net Loss per Share of Common _2
Net Loss per Share of Common Stock (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Net loss per share | ||
Schedule of Diluted Loss Per Share of Common Stock | Schedule of Diluted Loss Per Share of Common Stock For the For the Numerator: Net loss $ (261,565 ) $ (154,420 ) Denominator: Basic and diluted loss per share – Class A $ (0.06 ) (0.01 ) Basic loss per share – Class A $ (0.06 ) (0.01 ) Basic and diluted loss per share – Class B $ N/A $ (0.02 ) Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,613,410 13,270,700 Denominator for basic earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,613,410 13,270,700 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 Denominator for basic earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period - 3,162,500 | Schedule of Diluted Loss Per Share of Common Stock For the Year Ended March 31, 2023 For the Year Ended March 31, 2022 Numerator: Net loss $ (400,232 ) $ (414,045 ) Denominator: Basic and diluted loss per share – Class A $ (0.03 ) (0.05 ) Basic and diluted loss per share – Class B $ (0.03 ) $ (0.05 ) Denominator for basic and diluted earnings per share - Weighted-average shares of Class A common stock issued and outstanding during the period 10,946,277 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 2,313,390 3,162,500 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value Hierarchy Valuation | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy Valuation Description Level June 30, 2023 March 31, 2023 Assets: Marketable securities held in Trust Account 1 $ 9,471,338 $ 9,160,803 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy Valuation Description Level March 31, 2023 March 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 9,160,803 $ 127,760,867 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Schedule of Common Stock Subject to Redemption | At June 30, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Redemption Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,120,000 Common stock subject to possible redemption, March 31, 2022 $ 127,765,000 Less: Distribution for redemption (121,034,650 ) Plus: Remeasurement of carrying value to redemption value 2,264,084 Common stock subject to possible redemption, March 31, 2023 $ 8,994,434 Plus: Additional deposit for extension 200,000 Remeasurement of carrying value to redemption value 110,535 Common stock subject to possible redemption, June 30, 2023 $ 9,304,969 | At March 31, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Redemption Gross proceeds $ 126,500,000 Less: Common stock issuance costs (2,855,000 ) Plus: Remeasurement of carrying value to redemption value 4,120,000 Common stock subject to possible redemption, March 31, 2022 $ 127,765,000 Less: Distribution for redemption (121,034,650 ) Plus: Remeasurement of carrying value to redemption value 2,264,084 Common stock subject to possible redemption, March 31, 2023 $ 8,994,434 |
Schedule of Diluted Loss Per Share of Common Stock | Schedule of Diluted Loss Per Share of Common Stock For the For the Numerator: Net loss $ (261,565 ) $ (154,420 ) Denominator: Basic and diluted loss per share – Class A $ (0.06 ) (0.01 ) Basic loss per share – Class A $ (0.06 ) (0.01 ) Basic and diluted loss per share – Class B $ N/A $ (0.02 ) Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,613,410 13,270,700 Denominator for basic earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,613,410 13,270,700 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 Denominator for basic earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period - 3,162,500 | Schedule of Diluted Loss Per Share of Common Stock For the Year Ended March 31, 2023 For the Year Ended March 31, 2022 Numerator: Net loss $ (400,232 ) $ (414,045 ) Denominator: Basic and diluted loss per share – Class A $ (0.03 ) (0.05 ) Basic and diluted loss per share – Class B $ (0.03 ) $ (0.05 ) Denominator for basic and diluted earnings per share - Weighted-average shares of Class A common stock issued and outstanding during the period 10,946,277 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 2,313,390 3,162,500 |
Organization and Description _2
Organization and Description of Business Operations (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||||||||
Jul. 13, 2023 USD ($) $ / shares shares | Dec. 23, 2022 USD ($) $ / shares shares | Oct. 29, 2022 USD ($) $ / shares | Jul. 12, 2022 | Oct. 29, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Jul. 21, 2023 $ / shares | Feb. 09, 2023 USD ($) | Jan. 30, 2023 USD ($) | Oct. 19, 2022 USD ($) | Oct. 15, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued price per share | $ / shares | $ 10.10 | $ 10.10 | |||||||||||
Gross proceeds from private placement | $ 5,195,000 | ||||||||||||
Transaction costs | $ 7,282,500 | ||||||||||||
Cash of underwriting commissions | 2,530,000 | ||||||||||||
Marketing fee | 4,427,500 | ||||||||||||
Offering costs | 325,000 | ||||||||||||
Deposits into trust account | $ 127,765,000 | ||||||||||||
Investment maturity days | 185 days | ||||||||||||
Cash | $ 764,101 | $ 542,033 | 595,536 | $ 877,099 | |||||||||
Working capital | $ 2,751,225 | $ 2,179,125 | |||||||||||
Per share price | $ / shares | $ 0.20 | $ 0.02 | $ 0.02 | ||||||||||
Percentage of outstanding public shares | 100% | ||||||||||||
Interest payable | $ 50,000 | ||||||||||||
Common stock subject to possible redemption, shares | shares | 830,210 | 830,210 | 830,210 | 12,650,000 | |||||||||
Stock issued during period value new issues | |||||||||||||
Warrant issue to purchase stock | shares | 632,500 | 632,500 | |||||||||||
Warrants exercise price | $ / shares | $ 2.11 | $ 2.11 | |||||||||||
Business combination description | 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 | ||||||||||||
Cash deposited to trust account | $ 300,000 | $ 1,265,000 | |||||||||||
Distribution for taxes payments | $ 754,873 | ||||||||||||
FAW Jilin Automobile Co., Ltd., [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Ownership percentage | 64% | ||||||||||||
Sponsor and Affiliates [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loans payable | $ 2,065,000 | 1,865,000 | |||||||||||
Sponsor And Its Affiliates [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Loans payable | 1,865,000 | $ 500,000 | |||||||||||
Stockholders [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Deposits into trust account | $ 50,000 | 300,000 | $ 100,000 | ||||||||||
Per share price | $ / shares | $ 10.24 | $ 10.24 | |||||||||||
Stock holding during period, shares | shares | 11,819,790 | 11,819,790 | |||||||||||
Payments to related party | $ 121,034,650 | $ 121,034,650 | |||||||||||
Transaction Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued price per share | $ / shares | $ 10.10 | ||||||||||||
Sponsor Affiliate Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Deposits into trust account | $ 50,000 | $ 1,265,000 | |||||||||||
Principal amount | 300,000 | $ 1,265,000 | |||||||||||
Promissory Note [Member] | Sponsor and Affiliates [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from unsecured notes payable | 500,000 | ||||||||||||
Promissory Note [Member] | Sponsor Affiliates [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Principal amount | $ 300,000 | ||||||||||||
Promissory Note [Member] | Sponsor And Its Affiliates [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from unsecured notes payable | $ 500,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock subject to possible redemption, shares | shares | 574,764 | ||||||||||||
Subsequent Event [Member] | Stockholders [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Deposits into trust account | $ 100,000 | ||||||||||||
Per share price | $ / shares | $ 11.41 | ||||||||||||
Stock holding during period, shares | shares | 255,446 | ||||||||||||
Payments to related party | $ 2,914,230 | ||||||||||||
Business Combination Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Per share price | $ / shares | $ 10.10 | $ 10.10 | |||||||||||
Fair market value of net assets | 80% | 80% | |||||||||||
Percent of business combination transaction | 50% | 50% | |||||||||||
Business combination net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||
Business combination net tangible assets | 1 | ||||||||||||
Business Combination Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Per share price | $ / shares | $ 10 | ||||||||||||
Common Class A [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares issued to converting convertible securities | shares | 3,162,500 | 3,162,500 | |||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock issued subject to possible redemption, shares | shares | 4,357,964 | ||||||||||||
Common stock subject to possible redemption, shares | shares | 4,357,964 | ||||||||||||
Common Class B [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares were cancelled | shares | 3,162,500 | 3,162,500 | |||||||||||
Representative Shares [Member] | I-Banker [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares new issues, shares | shares | 101,200 | ||||||||||||
IPO [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares new issues, shares | shares | 11,000,000 | 11,000,000 | |||||||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | |||||||||||
Stock issued during period value new issues | $ 110,000,000 | $ 110,000,000 | |||||||||||
Distribution for taxes payments | $ 554,873 | ||||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares new issues, shares | shares | 12,650,000 | ||||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares new issues, shares | shares | 1,650,000 | 1,650,000 | 1,650,000 | ||||||||||
Percentage of options | 15% | 15% | |||||||||||
Underwriting commissions | $ 2,530,000 | $ 2,530,000 | |||||||||||
Over-Allotment Option [Member] | I-Banker [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Warrant expiration term | 5 years | ||||||||||||
Warrant issue to purchase stock | shares | 632,500 | ||||||||||||
Percentage of warrants issued | 5% | ||||||||||||
Warrants exercise price | $ / shares | $ 12 | ||||||||||||
Private Placement [Member] | Common Class A [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares new issues, shares | shares | 519,500 | 519,500 | |||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||
Gross proceeds from private placement | $ 5,195,000 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details Narrative) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 29, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 542,033 | $ 595,536 | $ 877,099 | $ 764,101 |
Cash equivalent | $ 0 | $ 0 |
Marketable Securities Held in_2
Marketable Securities Held in Trust Account (Details Narrative) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | |||
Marketable securities held in trust account | $ 9,471,338 | $ 9,160,803 | $ 127,760,867 |
Schedule of Common Stock Subjec
Schedule of Common Stock Subject to Redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Common Stock Subject To Possible Redemption | |||
Gross proceeds | $ 126,500,000 | ||
Common stock issuance costs | (2,855,000) | ||
Remeasurement of carrying value to redemption value | 4,120,000 | ||
Common stock subject to possible redemption, March 31, 2022 | $ 8,994,434 | $ 127,765,000 | |
Distribution for redemption | (121,034,650) | ||
Remeasurement of carrying value to redemption value | 110,535 | 2,264,084 | |
Additional deposit for extension | 200,000 | ||
Common stock subject to possible redemption, March 31, 2023 | $ 9,304,969 | $ 8,994,434 | $ 127,765,000 |
Schedule of Diluted Loss Per Sh
Schedule of Diluted Loss Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss | $ (261,565) | $ (154,420) | $ (400,232) | $ (414,045) |
Common Class A [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Basic and diluted loss per share – Class B | $ (0.06) | $ (0.01) | $ (0.03) | $ (0.05) |
Diluted loss per share - Class B | $ (0.06) | $ (0.01) | $ (0.03) | $ (0.05) |
Denominator for basic and diluted earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period | 4,613,410 | 13,270,700 | 10,946,277 | 5,578,069 |
Denominator for diluted earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period | 4,613,410 | 13,270,700 | 10,946,277 | 5,578,069 |
Common Class B [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Basic and diluted loss per share – Class B | $ (0.02) | $ (0.03) | $ (0.05) | |
Diluted loss per share - Class B | $ (0.02) | $ (0.03) | $ (0.05) | |
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 | 2,313,390 | 3,162,500 | |
Denominator for diluted earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period | 3,162,500 | 2,313,390 | 3,162,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Feb. 09, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 30, 2023 | Oct. 19, 2022 | Oct. 15, 2022 | Oct. 29, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Accrued expense related parties | $ 21,000 | $ 6,000 | $ 21,000 | ||||||
Accrued non cash compensation | 6,000 | 6,000 | |||||||
Officers compensation | $ 15,000 | $ 15,000 | $ 60,000 | 60,000 | |||||
Share price | $ 0.02 | $ 0.02 | $ 0.20 | ||||||
Deposits into trust account | $ 127,765,000 | ||||||||
Marketable securities held in Trust Account | $ 9,471,338 | $ 9,160,803 | 127,760,867 | ||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||||||
Debt conversion price | $ 10 | $ 10 | |||||||
Working capital loans outstanding | $ 0 | $ 0 | 0 | ||||||
Sponsor Affiliate Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face amount | $ 300,000 | $ 1,265,000 | |||||||
Deposits into trust account | $ 50,000 | $ 1,265,000 | |||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loans payable | 500,000 | 500,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from unsecured notes payable | 500,000 | ||||||||
Sponsor And Its Affiliates [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loans payable | 1,865,000 | 500,000 | |||||||
Sponsor And Its Affiliates [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from unsecured notes payable | 500,000 | ||||||||
Chief Financial Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued liabilities | 15,000 | 0 | $ 15,000 | ||||||
Chief Financial Officer [Member] | Starting from August 1, 2020 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Officers compensation | $ 5,000 | $ 5,000 | |||||||
Officers and Directors [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period shares new issues, shares | 300,000 | 300,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face amount | 300,000 | ||||||||
Marketable securities held in Trust Account | 100,000 | $ 300,000 | |||||||
Periodic payment | 50,000 | ||||||||
Deposit held in trust account | $ 100,000 |
Commitments and Contingency (De
Commitments and Contingency (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 29, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
Share price | $ 0.20 | $ 0.02 | $ 0.02 | |
Stock issuance costs | $ 325,000 | |||
Underwriting Commissions [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issuance costs | $ 2,530,000 | |||
Marketing Fee [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issuance costs | $ 4,427,500 | |||
Over-Allotment Option [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period shares new issues, shares | 1,650,000 | 1,650,000 | 1,650,000 | |
Officers and Directors [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period shares new issues, shares | 300,000 | 300,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 23, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 29, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Warrants exercise price per share | $ 12 | $ 12 | |||
Representative warrants issued | 101,200 | 101,200 | |||
Stockholders equity warrants expense | 632,500 | 632,500 | |||
Fair value of representative warrants | $ 1,333,482 | $ 1,333,482 | |||
Warrants per share | $ 2.11 | $ 2.11 | |||
Expected volatility | 35% | 35% | |||
Risk-free interest rate | 1.18% | 1.18% | |||
Expected life | 5 years | 5 years | |||
Representative warrants shares days | 180 days | 180 days | |||
Deposits into trust account | $ 127,765,000 | ||||
Per share price | $ 0.02 | $ 0.02 | $ 0.20 | ||
Common stock subject to possible redemption, shares | 830,210 | 830,210 | 830,210 | 12,650,000 | |
Stockholders [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Deposits into trust account | $ 50,000 | $ 300,000 | $ 100,000 | ||
Stock holding during period, shares | 11,819,790 | 11,819,790 | |||
Payments to related party | $ 121,034,650 | $ 121,034,650 | |||
Per share price | $ 10.24 | $ 10.24 | |||
Common Class A [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 3,783,200 | 3,783,200 | 620,700 | ||
Common stock, shares outstanding | 3,783,200 | 3,783,200 | 620,700 | ||
Common stock shares subject to possible redemption | 830,210 | 830,210 | 12,650,000 | ||
Shares issued to converting convertible securities | 3,162,500 | 3,162,500 | |||
Common Class B [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, shares issued | 0 | 0 | 3,162,500 | ||
Common stock, shares outstanding | 0 | 0 | 3,162,500 | ||
Shares were cancelled | 3,162,500 | 3,162,500 | |||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Capital units authorized, shares | 111,000,000 | 111,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 110,000,000 | 110,000,000 | |||
Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Valuation (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in Trust Account | $ 9,471,338 | $ 9,160,803 | $ 127,760,867 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in Trust Account | $ 9,471,338 | $ 9,160,803 | $ 127,760,867 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2023 | Jun. 15, 2023 | Oct. 29, 2022 | Oct. 29, 2021 | |
Subsequent Event [Line Items] | ||||
Number of public shares exercised, per share | $ 10.10 | $ 10.10 | ||
Subsequent Event [Member] | Public Shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of public shares issued | 574,764 | |||
Number of public shares exercised | 255,446 | |||
Number of public shares exercised, value | $ 2,914,230 | |||
Number of public shares exercised, per share | $ 11.41 | |||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued | 4,357,964 | |||
Shares outstanding | 4,357,964 | |||
Sponsor [Member] | Non Redemption Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Non redeemable shares | 514,773 | |||
Number of public shares issued | 185,179 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 29, 2021 | |
Accounting Policies [Abstract] | |||||
Cash | $ 542,033 | $ 595,536 | $ 877,099 | $ 764,101 | |
Distribution for taxes payments | 554,873 | ||||
Marketable securities held in trust account | 9,471,338 | 9,160,803 | 127,760,867 | ||
Net income before income taxes | 274,139 | ||||
Income tax | 57,569 | ||||
Operating loss carryforwards, net | 0 | 0 | |||
Operating loss carryforwards valuation allowance | 0 | 0 | |||
Total deferred tax assets | 0 | $ 0 | |||
Federal depository insurance | $ 250,000 |