TruGolf (TRUG) 10-Q 14 Feb 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Dec. 31, 2023	Feb. 14, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--03-31
Entity File Number	001-40970
Entity Registrant Name	TruGolf Holdings, Inc.
Entity Central Index Key	0001857086
Entity Tax Identification Number	85-3269086
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	60 North 1400 West
Entity Address, City or Town	Centerville
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84014
City Area Code	(801)
Local Phone Number	298 1997
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	DMAQ
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Common Class A [Member]
Entity Common Stock, Shares Outstanding		11,538,252
Common Class B [Member]
Entity Common Stock, Shares Outstanding		1,716,860

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Current assets
Cash	$ 177,876	$ 595,536
Prepaid expenses		20,408
Cash and marketable securities held in Trust Account	6,703,330	9,160,803
Total current assets	6,881,206	9,776,747
Total assets	6,881,206	9,776,747
Current liabilities
Taxes payable	57,569	57,569
Total current liabilities	3,705,623	2,795,069
Non-current liabilities
Deferred underwriting commissions	4,427,500	4,427,500
Total non-current liabilities	4,427,500	4,427,500
Total liabilities	8,133,123	7,222,569
Commitments
Common stock subject to possible redemption, 574,764 shares at $11.37 per share and 830,210 shares at $10.83 per share as of December 31, 2023 and March 31, 2023, respectively	6,536,961	8,994,434
Stockholders’ (Deficit)
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, -0- shares issued and outstanding as of December 31, 2023 and March 31, 2023
Additional paid-in capital
Accumulated deficits	(7,789,256)	(6,440,634)
Total Stockholders’ (Deficit)	(7,788,878)	(6,440,256)
Total Liabilities and Stockholders’ (Deficit)	6,881,206	9,776,747
Common Class A [Member]
Stockholders’ (Deficit)
Common stock, value	378	378
Common Class B [Member]
Stockholders’ (Deficit)
Common stock, value
Related Party [Member]
Current liabilities
Accrued expenses	6,000	6,000
Loan payable	2,065,000	1,865,000
Nonrelated Party [Member]
Current liabilities
Accrued expenses	1,492,437	866,500
Loan payable	$ 84,617

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2023	Mar. 31, 2023
Common stock subject to possible redemption, shares	574,764	830,210
Common stock subject to possible redemption, price per share	$ 11.37	$ 10.83
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	3,783,200	3,783,200
Common stock, shares outstanding	3,783,200	3,783,200
Common stock shares subject to possible redemption	574,764	574,764
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Operating expense
Officers compensation	$ 15,000	$ 15,000	$ 45,000	$ 45,000
Franchise taxes	31,603	50,000	94,400	150,000
General and administrative expenses	368,886	350,358	1,009,222	1,207,914
Total operating expense	415,489	415,358	1,148,622	1,402,914
Other income
Investment income (loss) on investments held in Trust Account	55,535	1,061,124	256,757	1,728,701
Total other income	55,535	1,061,124	256,757	1,728,701
Net (loss) before income tax	(359,954)	645,766	(891,865)	325,787
Income tax		68,415		68,415
Net income (loss)	$ (359,954)	$ 577,351	$ (891,865)	$ 257,372
Common Class A [Member]
Net (loss) per share
Net (loss) per share Basic	$ (0.08)	$ 0.04	$ (0.20)	$ 0.02
Net (loss) per share Diluted	$ (0.08)	$ 0.04	$ (0.20)	$ 0.02
Weighted average number of shares
Weighted average number of shares Basic	4,357,964	12,509,620	4,453,989	13,017,932
Weighted average number of shares Diluted	4,357,964	12,509,620	4,453,989	13,017,932
Common Class B [Member]
Net (loss) per share
Net (loss) per share Basic		$ 0.04		$ 0.02
Net (loss) per share Diluted		$ 0.04		$ 0.02
Weighted average number of shares
Weighted average number of shares Basic		2,884,478		3,070,164
Weighted average number of shares Diluted		2,884,478		3,070,164

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' (Deficit) (Unaudited) - 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
Balance at Mar. 31, 2022		$ 62	$ 316		$ (3,776,318)	$ (3,775,940)
Balance, shares at Mar. 31, 2022		620,700	3,162,500
Net income (loss)					(154,420)	(154,420)
Balance at Jun. 30, 2022		$ 62	$ 316		(3,930,738)	(3,930,360)
Balance, shares at Jun. 30, 2022		620,700	3,162,500
Balance at Mar. 31, 2022		$ 62	$ 316		(3,776,318)	(3,775,940)
Balance, shares at Mar. 31, 2022		620,700	3,162,500
Net income (loss)						257,372
Balance at Dec. 31, 2022		$ 378			(5,753,641)	(5,753,263)
Balance, shares at Dec. 31, 2022		3,783,200	0
Balance at Jun. 30, 2022		$ 62	$ 316		(3,930,738)	(3,930,360)
Balance, shares at Jun. 30, 2022		620,700	3,162,500
Net income (loss)					(165,559)	(165,559)
Accretion for Class A common stock to redemption amount					(463,444)	(463,444)
Balance at Sep. 30, 2022		$ 62	$ 316		(4,559,741)	(4,559,363)
Balance, shares at Sep. 30, 2022		620,700	3,162,500
Net income (loss)					577,351	577,351
Accretion for Class A common stock to redemption amount					(1,771,251)	(1,771,251)
Conversion from Class B to Class A		$ 316	$ (316)
Conversion from Class B to Class A, shares		3,162,500	(3,162,500)
Balance at Dec. 31, 2022		$ 378			(5,753,641)	(5,753,263)
Balance, shares at Dec. 31, 2022		3,783,200	0
Balance at Mar. 31, 2023		$ 378			(6,440,634)	(6,440,256)
Balance, shares at Mar. 31, 2023		3,783,200
Net income (loss)					(261,565)	(261,565)
Accretion for Class A common stock to redemption amount					(310,535)	(310,535)
Balance at Jun. 30, 2023		$ 378			(7,012,734)	(7,012,356)
Balance, shares at Jun. 30, 2023		3,783,200
Balance at Mar. 31, 2023		$ 378			(6,440,634)	(6,440,256)
Balance, shares at Mar. 31, 2023		3,783,200
Net income (loss)						(891,865)
Balance at Dec. 31, 2023		$ 378			(7,789,256)	(7,788,878)
Balance, shares at Dec. 31, 2023		3,783,200
Balance at Jun. 30, 2023		$ 378			(7,012,734)	(7,012,356)
Balance, shares at Jun. 30, 2023		3,783,200
Net income (loss)					(270,346)	(270,346)
Accretion for Class A common stock to redemption amount					(90,687)	(90,687)
Balance at Sep. 30, 2023		$ 378			(7,373,767)	(7,373,389)
Balance, shares at Sep. 30, 2023		3,783,200
Net income (loss)					(359,954)	(359,954)
Accretion for Class A common stock to redemption amount					(55,535)	(55,535)
Balance at Dec. 31, 2023		$ 378			$ (7,789,256)	$ (7,788,878)
Balance, shares at Dec. 31, 2023		3,783,200

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net (loss)	$ (891,865)	$ 257,372
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Investment income earned on investments held in Trust Account	(256,757)	(1,728,701)
Changes in operating assets and liabilities:
Prepaid expenses	20,408	233,673
Accrued expenses	710,554	514,446
Taxes payable		68,415
Accrued expenses - related parties		(15,000)
Net cash used in operating activities	(417,660)	(669,795)
Cash flows from investing activities:
Distribution for taxes payments		754,873
Cash released from trust account	2,914,230	121,034,650
Investment of cash in Trust Account	(200,000)	(1,265,000)
Net cash provided by (used in) investing activities	2,714,230	120,524,523
Cash flows from financing activities:
Cash used for common stock redemption	(2,914,230)	(121,034,650)
Proceeds from extension loan - related parties	200,000	1,265,000
Net cash provided by (used in) financing activities	(2,714,230)	(119,769,650)
Net increase/(decrease) in cash and cash equivalents	(417,660)	85,078
Cash and cash equivalents at the beginning of the period	595,536	877,099
Cash and cash equivalents at the end of the period	177,876	962,177
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Remeasurement for Class A common stock subject to possible redemption	456,757	2,234,695
Note payable for insurance premium	$ 84,617

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (359,954)	$ (270,346)	$ (261,565)	$ 577,351	$ (165,559)	$ (154,420)	$ (891,865)	$ 257,372

Insider Trading Arrangements

Insider Trading Arrangements	9 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation And Princ

Basis of Presentation And Principles of Consolidation	9 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation And Principles of Consolidation	Note 1 - Basis of Presentation And Principles of Consolidation Basis of presentation The accompanying unaudited consolidated and its subsidiaries consolidated consolidated The accompanying unaudited consolidated Principles of consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

Organization and Description of

Organization and Description of Business Operations	9 Months Ended
	Dec. 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. On October 25, 2023, the Company instructed the trustee to liquidate the investments held in the Trust Account (as defined below) and instead hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of our Business Combination or liquidation. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through December 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. On January 31, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the “Merger Agreement”), by and among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder, Christopher Jones, in the capacity as the Seller Representative thereunder, and TruGolf, Inc., a Nevada corporation (“TruGolf”). As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) Merger Sub merged with and into TruGolf (the “Merger”), with TruGolf surviving the Merger as a wholly-owned subsidiary of the Company, and (ii) the Company’s name was changed from Deep Medicine Acquisition Corp. to TruGolf Holdings, Inc. The Company’s Class A common stock commenced trading on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024. TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Effective as of the Closing Date, the Company’s fiscal year end automatically changed from March 31 to December 31. This change aligns the Company’s fiscal year and financial reporting periods with that of TruGolf, Inc. History 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 on October 29, 2021, cash of $ 764,101 177,876 3,527,747 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 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On December 7, 2023, the Company, Merger Sub, the Purchaser Representative, the Seller Representative and TruGolf entered into that certain First Amendment to Amended and Restated Agreement and Plan of Merger (the “Amendment”), pursuant to which the Restated Merger Agreement was amended to (i) reflect the increase in the voting rights of the Class B common stock of TruGolf and the New TruGolf Class B Common Stock (as defined in the Original Merger Agreement) from ten (10) votes per share to twenty five (25) votes per share, and (ii) decrease the size of the board of directors of the post-closing company from seven members to five members, with the number of board members designated by DMAQ decreased from three members to one member. For additional information on the Amendment, refer to the Company’s Current Report on Form 8-K as filed with the SEC on December 7, 2023. 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% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. 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 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. TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED 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 On January 26, 2024, the Company held a special meeting of stockholders (the “2024 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 January 29, 2024 to July 29, 2024, or such earlier date as determined by the Company’s board of directors (the “Fourth Extension”) (the 33-month period, from the closing of the IPO to July 29, 2024 (or such earlier date as determined by the board), as extended by the Fourth 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 2024 Special Meeting was filed with the Secretary of State of the State of Delaware on January 29, 2024. On the 2024 Special Meeting, the Company’s stockholders holding 943 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $ 10,845 11.50 Underwriting Agreement and Business Combination Marketing Agreement (“BCMA”) 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 2.0 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. On November 17, 2023, the Company and I-Bankers executed an amendment to the BCMA (the “BCMA Amendment”), pursuant to which I-Bankers’ fee due at the Closing was amended to provide that I-Bankers will receive: (i) $ 2,000,000 212,752 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 December 31, 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 On September 30, 2023, the Company issued a promissory note in principal amount of $ 84,617 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. On January 31, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the “Merger Agreement”). The Company expects that its Class A common stock will begin to trade on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on or about February 1, 2024. The Company has incurred continuing losses from its operations and has an accumulated deficit of $ 7,789,256 These conditions raise substantial doubt about the Company’s ability to continue ongoing operations. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Dec. 31, 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	9 Months Ended
	Dec. 31, 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 $ 177,876 595,536 no TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Marketable Securities Held in T

Marketable Securities Held in Trust Account	9 Months Ended
	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Marketable Securities Held in Trust Account	Note 5 - Marketable Securities Held in Trust Account At December 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 December 31, 2023 and March 31, 2023, the marketable securities held in the Trust Account were $ 6,703,330 9,160,803

Common Stock Subject to Possibl

Common Stock Subject to Possible Redemption	9 Months Ended
	Dec. 31, 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 December 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 Less: Distribution for redemption (2,914,230 ) Plus: Additional deposit for extension 200,000 Remeasurement of carrying value to redemption value 256,757 Common stock subject to possible redemption, December 31, 2023 $ 6,536,961 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Net Loss per Share of Common St

Net Loss per Share of Common Stock	9 Months Ended
	Dec. 31, 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 and nine months ended December 31, 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. Schedule of Diluted Loss Per Share of Common Stock For the For the Numerator: Net (loss) income $ (359,954 ) $ 577,351 Denominator: Basic and diluted loss per share – Class A $ (0.08 ) 0.04 Basic and diluted loss per share – Class B $ N/A $ 0.04 Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,357,964 12,509,620 Denominator for basic and diluted earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period - 2,884,478 For the For the Numerator: Net loss $ (891,865 ) $ 257,372 Denominator: Basic and diluted loss per share – Class A $ (0.20 ) 0.02 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 4,453,989 13,017,932 Denominator for basic and diluted earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period - 3,070,164

Loan payable

Loan payable	9 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Loan payable	Note 8 – Loan payable On September 30, 2023, the Company issued a promissory note in principal amount of $ 84,617 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On November 2, 2023, the Company executed a Loan Agreement (together, the “Loan Agreements”) with each of Greentree Financial Group, Inc. and Finuvia, LLC (together, the “PIPE Investors”). Pursuant to the terms and conditions of the Loan Agreements, the Company shall issue the PIPE Investors up to $ 8,000,000 727,273 On December 7, 2023, the Company executed additional Loan Agreements in substantially the same form (together, the “Loan Agreements”) with each of Li Holding, Inc., a Florida corporation, L&H, Inc., a Nevada corporation, and JAK Opportunities VI, LLC, a Delaware limited liability company, (together, the “PIPE Investors”). Pursuant to the terms and conditions of the Loan Agreements, the Company shall issue the PIPE Investors up to an aggregate of $ 5,000,000 454,545 2,500,000 500,000 227,273 45,455 11,000,000 1,000,000 For additional information, refer to the Company’s Current Report on Form 8-K as filed with the SEC on December 7, 2023.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 9 - Related Party Transactions Accrued Expenses - Related Parties As of December 31, 2023 and March 31, 2023, the Company had accrued expenses – related parties in amount of $ 6,000 5,000 300,000 0.02 0 Loan Payable – Related Party As of December 31, 2023 and March 31, 2023, we had loans payable to the Sponsor and its affiliates in the amount of $ 2,065,000 1,865,000 As of December 31, 2023 and March 31, 2023, the Company had a loan payable to the Sponsor in amount of $ 500,000 500,000 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 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	9 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingency	Note 10 - 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 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 On November 17, 2023, the Company and I-Bankers executed an amendment to the BCMA (the “BCMA Amendment”), pursuant to which I-Bankers’ fee due at the Closing was amended to provide that I-Bankers will receive: (i) $ 2,000,000 212,752

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 11 - 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 Preferred Stock As of December 31, 2023 and March 31, 2023, no Common Stock As of December 31, 2023 and March 31, 2023, there were 4,357,964 4,613,410 574,764 830,210 As of December 31, 2023 and March 31, 2023, there were no 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. On the 2023 Special Meeting, the Company’s stockholders holding 255,446 2,914,230 11.41 4,357,964 574,764 TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 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). TRUGOLF HOLDINGS, INC. F/K/A DEEP MEDICINE ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 12 - Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 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 December 31, 2023 March 31, 2023 Assets: Marketable securities held in Trust Account 1 $ 6,703,330 $ 9,160,803

Subsequent Events

Subsequent Events	9 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 13 - 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 January 19, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”), at which holders of 3,952,979 shares of the Company’s Class A common stock were present in person or by proxy, constituting a quorum for the transaction of business at the Special Meeting. Stockholders holding 378,744 of the Company’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $ 4,355,556 (approximately $ 11.50 per share) was removed from the Trust Account to pay such holders. In addition, in connection with the January 26, 2024 meeting to amend certain provisions of DMAQ’s corporate documents allowing DMAQ to extend its existence, an additional 943 10,845 11.50 On January 31, 2024, the Company issued a press release announcing that on January 31, 2024, it consummated the business combination (the “Closing”) contemplated by the previously announced Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the “Merger Agreement”), by and among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder, Christopher Jones, in the capacity as the Seller Representative thereunder, and TruGolf, Inc., a Nevada corporation (“TruGolf”). As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) Merger Sub merged with and into TruGolf (the “Merger”), with TruGolf surviving the Merger as a wholly-owned subsidiary of the Company, and (ii) the Company’s name was changed from Deep Medicine Acquisition Corp. to TruGolf Holdings, Inc. The Company’s Class A common stock commenced trading on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024. Effective as of the Closing Date, the Company’s fiscal year end automatically changed from March 31 to December 31. This change aligns the Company’s fiscal year and financial reporting periods with that of TruGolf, Inc. In connection with the completion of the Business Combination, on the Closing Date, the Company issued TruGolf shareholders 5,750,274 1,716,860 On the Closing date, the Company issued 212,752 On the Closing date, 280,000 On the Closing date, 1,316,950 13,169,500

Common Stock Subject to Possi_2

Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Dec. 31, 2023
Common Stock Subject To Possible Redemption
Schedule of Common Stock Subject to Redemption	At December 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 Less: Distribution for redemption (2,914,230 ) Plus: Additional deposit for extension 200,000 Remeasurement of carrying value to redemption value 256,757 Common stock subject to possible redemption, December 31, 2023 $ 6,536,961

Net Loss per Share of Common _2

Net Loss per Share of Common Stock (Tables)	9 Months Ended
	Dec. 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) income $ (359,954 ) $ 577,351 Denominator: Basic and diluted loss per share – Class A $ (0.08 ) 0.04 Basic and diluted loss per share – Class B $ N/A $ 0.04 Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period 4,357,964 12,509,620 Denominator for basic and diluted earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period - 2,884,478 For the For the Numerator: Net loss $ (891,865 ) $ 257,372 Denominator: Basic and diluted loss per share – Class A $ (0.20 ) 0.02 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 4,453,989 13,017,932 Denominator for basic and diluted earnings per share – Weighted-average shares of Class B common stock issued and outstanding during the period - 3,070,164

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Dec. 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 December 31, 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 December 31, 2023 March 31, 2023 Assets: Marketable securities held in Trust Account 1 $ 6,703,330 $ 9,160,803

Organization and Description _2

Organization and Description of Business Operations (Details Narrative)

9 Months Ended

Jan. 26, 2024 USD ($) $ / shares

Nov. 17, 2023 USD ($) shares

Jul. 13, 2023 USD ($) $ / shares shares

Dec. 23, 2022 USD ($) $ / shares shares

Oct. 29, 2022 USD ($) $ / shares

Oct. 29, 2021 USD ($) $ / shares shares

Dec. 31, 2023 USD ($) $ / shares shares

Sep. 30, 2023 USD ($)

Jul. 21, 2023 $ / shares

Jun. 30, 2023 USD ($)

Mar. 31, 2023 USD ($)

Feb. 09, 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

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

$ 2,000,000

$ 764,101

$ 177,876

$ 595,536

Working capital

$ 3,527,747

Per share price | $ / shares

$ 0.20

$ 0.02

Percentage of outstanding public shares

100%

Interest payable

$ 50,000

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.

Marketable securities held in Trust Account

$ 6,703,330

9,160,803

Accumulated deficit

7,789,256

6,440,634

Sponsor and Affiliates [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Loans payable

2,065,000

1,865,000

Proceeds from unsecured notes payable

500,000

Sponsor [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Loans payable

500,000

$ 500,000

Proceeds from unsecured notes payable

500,000

Principal amount

$ 300,000

Marketable securities held in Trust Account

$ 300,000

Stockholders [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Deposits into trust account

$ 50,000

$ 300,000

Per share price | $ / shares

$ 11.50

$ 11.41

$ 10.24

Stock holding during period, shares | shares

255,446

11,819,790

Payments to related party

$ 10,845

$ 2,914,230

$ 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

$ 1,265,000

Principal amount

$ 1,265,000

Promissory Note [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 84,617

Promissory Note [Member] | Director [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 84,617

Business Combination Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Per share price | $ / shares

$ 10.10

$ 10

Business combination net tangible assets

$ 5,000,001

Redemption outstanding public shares percentage

1

Common Class A [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common shares | shares

212,752

Shares issued to converting convertible securities | shares

3,162,500

Common Class B [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Shares were cancelled | shares

3,162,500

IPO [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common shares | shares

11,000,000

Shares issued price per share | $ / shares

$ 10

Stock issued during period value new issues

$ 110,000,000

Underwriting commissions

$ 2,530,000

Percentage of IPO gross proceeds

2%

IPO [Member] | I-Banker [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common shares | shares

101,200

Warrant expiration term

5 years

Warrant issue to purchase stock | shares

632,500

Percentage of warrants issued

5%

Warrants exercise price | $ / shares

$ 12

IPO [Member] | Common Class A [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common 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]

Common shares | shares

1,650,000

1,650,000

Percentage of options

15%

Private Placement [Member] | Common Class A [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common shares | shares

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 ($)	Dec. 31, 2023	Nov. 17, 2023	Mar. 31, 2023	Oct. 29, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 177,876	$ 2,000,000	$ 595,536	$ 764,101
Cash equivalent	$ 0		$ 0

Marketable Securities Held in_2

Marketable Securities Held in Trust Account (Details Narrative) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Marketable securities held in trust account	$ 6,703,330	$ 9,160,803

Schedule of Common Stock Subjec

Schedule of Common Stock Subject to Redemption (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 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	$ 8,994,434	$ 127,765,000
Distribution for redemption	(2,914,230)	(121,034,650)
Remeasurement of carrying value to redemption value	256,757	2,264,084
Additional deposit for extension	200,000
Common stock subject to possible redemption	$ 6,536,961	$ 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						9 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ (359,954)	$ (270,346)	$ (261,565)	$ 577,351	$ (165,559)	$ (154,420)	$ (891,865)	$ 257,372
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Basic loss per share	$ (0.08)			$ 0.04			$ (0.20)	$ 0.02
Diluted loss per share	$ (0.08)			$ 0.04			$ (0.20)	$ 0.02
Denominator for basic earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period	4,357,964			12,509,620			4,453,989	13,017,932
Denominator for diluted earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period	4,357,964			12,509,620			4,453,989	13,017,932
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Basic loss per share				$ 0.04				$ 0.02
Diluted loss per share				$ 0.04				$ 0.02
Denominator for basic earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period				2,884,478				3,070,164
Denominator for diluted earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period				2,884,478				3,070,164

Loan payable (Details Narrative

Loan payable (Details Narrative) - USD ($)	Dec. 07, 2023	Nov. 02, 2023	Sep. 30, 2023
Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount			$ 84,617
Loan Agreement [Member] | PIPE Investors [Member]
Short-Term Debt [Line Items]
Principal amount	$ 5,000,000	$ 8,000,000
Warrants to purchase common stock	454,545	727,273
Total investments	$ 11,000,000
Warrants to purchase common stock	1,000,000
Restated Loan Agreement [Member] | PIPE Investors [Member]
Short-Term Debt [Line Items]
Warrants to purchase common stock	45,455	227,273
Reduce in principal amount	$ 500,000	$ 2,500,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Mar. 31, 2023	Feb. 09, 2023	Oct. 19, 2022	Oct. 15, 2022	Oct. 29, 2021
Related Party Transaction [Line Items]
Accrued expense related parties	$ 6,000		$ 6,000			$ 6,000
Officers compensation	$ 15,000	$ 15,000	$ 45,000	$ 45,000
Share price	$ 0.02		$ 0.02							$ 0.20
Deposits into trust account										$ 127,765,000
Marketable securities held in Trust Account	$ 6,703,330		$ 6,703,330			9,160,803
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]
Principal amount									$ 1,265,000
Deposits into trust account								$ 1,265,000
Sponsor and Affiliates [Member]
Related Party Transaction [Line Items]
Loans payable	2,065,000		2,065,000			1,865,000
Proceeds from unsecured notes payable			500,000
Sponsor [Member]
Related Party Transaction [Line Items]
Loans payable	500,000		500,000			500,000
Proceeds from unsecured notes payable			500,000
Principal amount							$ 300,000
Marketable securities held in Trust Account					$ 300,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Accrued liabilities	$ 0		0			$ 0
Chief Financial Officer [Member] | Starting from August 1, 2020 [Member]
Related Party Transaction [Line Items]
Officers compensation			$ 5,000
Officers and Directors [Member]
Related Party Transaction [Line Items]
Stock issued during period shares new issues, shares			300,000

Commitments and Contingency (De

Commitments and Contingency (Details Narrative) - USD ($)			9 Months Ended
	Nov. 17, 2023	Oct. 29, 2021	Dec. 31, 2023	Mar. 31, 2023
Loss Contingencies [Line Items]
Share price		$ 0.20	$ 0.02
Cash	$ 2,000,000	$ 764,101	$ 177,876	$ 595,536
Common Class A [Member]
Loss Contingencies [Line Items]
Common shares	212,752
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]
Common shares		1,650,000	1,650,000
Officers and Directors [Member]
Loss Contingencies [Line Items]
Common shares			300,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)					1 Months Ended	9 Months Ended
	Jan. 26, 2024	Nov. 17, 2023	Jul. 13, 2023	Dec. 23, 2022	Jul. 31, 2023	Dec. 31, 2023	Mar. 31, 2023	Oct. 29, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Capital units authorized, shares						111,000,000
Common stock, par value						$ 0.0001
Preferred stock, shares authorized						1,000,000	1,000,000
Preferred stock, shares issued						0	0
Preferred stock, shares outstanding						0	0
Common stock subject to possible redemption, shares			574,764			574,764	830,210
Price per share						$ 0.02		$ 0.20
Sponsor [Member] | Non Redemption Agreement [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Non redeemable shares					514,773
Transfer of founder shares					185,179
Stockholders [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders holding during period, shares			255,446	11,819,790
Payments to related party	$ 10,845		$ 2,914,230	$ 121,034,650
Price per share	$ 11.50		$ 11.41	$ 10.24
Common Class A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value						$ 0.0001	$ 0.0001
Common stock, shares authorized						100,000,000	100,000,000
Common stock, shares issued						3,783,200	3,783,200
Common stock, shares outstanding						3,783,200	3,783,200
Common stock subject to possible redemption, shares			4,357,964
Common stock issued subject to possible redemption, shares			4,357,964
Representative shares issued		212,752
Common Class B [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value						$ 0.0001	$ 0.0001
Common stock, shares authorized						10,000,000	10,000,000
Common stock, shares issued						0	0
Common stock, shares outstanding						0	0
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized						110,000,000
Common Stock [Member] | Common Class A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued						4,357,964	4,613,410
Common stock, shares outstanding						4,357,964	4,613,410
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized						1,000,000
Representative Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Price per share						$ 12
Representative shares issued						101,200
Number of warrants						632,500
Fair value of representative warrants						$ 1,333,482
Warrants per share						$ 2.11
Expected volatility, rate						35%
Risk-free interest rate						1.18%
Expected life						5 years
Representative warrants shares days						180 days

Schedule of Fair Value Hierarch

Schedule of Fair Value Hierarchy Valuation (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 6,703,330	$ 9,160,803
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	$ 6,703,330	$ 9,160,803

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Jan. 26, 2024

Jan. 19, 2024

Nov. 17, 2023

Jan. 31, 2024

Dec. 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Dec. 31, 2022

Sep. 30, 2022

Dec. 31, 2023

Oct. 29, 2022

Oct. 29, 2021

Subsequent Event [Line Items]

Stock Redeemed or Called During Period, Value

$ (55,535)

$ (90,687)

$ (310,535)

$ (1,771,251)

$ (463,444)

Shares Issued, Price Per Share

$ 10.10

$ 10.10

Officers and Directors [Member]

Subsequent Event [Line Items]

Common shares

300,000

Common Class A [Member]

Subsequent Event [Line Items]

Common shares

212,752

Subsequent Event [Member]

Subsequent Event [Line Items]

Stock Redeemed or Called During Period, Shares

943

Stock Redeemed or Called During Period, Value

$ 10,845

$ 4,355,556

Shares Issued, Price Per Share

$ 11.50

$ 11.50

Subsequent Event [Member] | Common Class A [Member]

Subsequent Event [Line Items]

Common shares

3,952,979

5,750,274

Stock Redeemed or Called During Period, Shares

378,744

Issued shares

212,752

Stock Issued During Period, Shares, Other

1,316,950

Issued conversion shares

13,169,500

Subsequent Event [Member] | Common Class A [Member] | Officers and Directors [Member]

Subsequent Event [Line Items]

Common shares

280,000

Subsequent Event [Member] | Common Class B [Member]

Subsequent Event [Line Items]

Common shares

1,716,860