Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
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 Centerville |
Entity Address, State or Province | UT |
Entity Address, Postal Zip Code | 84014 |
City Area Code | (801) |
Local Phone Number | 298-1997 |
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 | 60 North 1400 West Centerville |
Entity Address, State or Province | UT |
Entity Address, Postal Zip Code | 84014 |
City Area Code | (801) |
Local Phone Number | 298-1997 |
Contact Personnel Name | Christopher (Chris) Jones |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets: | ||||
Cash and cash equivalents | $ 7,825,967 | $ 3,297,564 | ||
Restricted cash | 2,100,000 | |||
Marketable investment securities | 2,478,953 | |||
Accounts receivable, net | 1,930,450 | 2,398,872 | ||
Inventory, net | 2,335,653 | 2,119,084 | ||
Prepaid expenses | 61,855 | 262,133 | ||
Total current assets | 12,153,925 | 12,656,606 | ||
Property and equipment, net | 166,666 | 234,308 | ||
Capitalized software development costs, net | 363,879 | |||
Right-of-use assets | 890,209 | 972,663 | ||
Other long-term assets | 1,905,983 | 1,905,983 | ||
Total assets | 15,480,662 | 15,769,560 | ||
Current liabilities: | ||||
Accounts payable | 3,206,118 | 2,059,771 | ||
Customer deposits | 1,794,748 | 1,704,224 | ||
Line of credit, bank | 802,738 | 802,738 | ||
Margin line of credit account | 1,980,937 | |||
Convertible notes payable | 954,622 | 954,622 | ||
Accrued interest | 542,631 | 459,872 | ||
Accrued and other current liabilities | 804,405 | 1,125,495 | ||
Accrued and other current liabilities - assumed in Merger | 295,008 | |||
Lease liability, current portion | 347,809 | 334,255 | ||
Total current liabilities | 9,694,647 | 10,668,339 | ||
Non-current liabilities: | ||||
Notes payable assumed in the Merger | 1,565,000 | |||
PIPE loan payable, net | 4,320,947 | |||
Dividend notes payable | 4,023,923 | 4,023,923 | ||
Gross sales royalty payable | 1,000,000 | 1,000,000 | ||
Lease liability, net of current portion | 574,363 | 668,228 | ||
Other liabilities | 81,560 | 63,015 | ||
Total liabilities | 24,553,285 | 19,687,288 | ||
Commitments and Contingencies | ||||
Stockholders’ deficit: | ||||
Preferred stock, $0.0001 par value, 10 million share authorized; zero shares issued and outstanding, respectively | ||||
Treasury stock at cost, 4,692 shares of common stock held, respectively | (2,037,000) | (2,037,000) | ||
Additional paid-in capital | 6,623,839 | 10,479,738 | ||
Accumulated other comprehensive loss | (1,662) | |||
Accumulated deficit / losses | (13,660,788) | (12,358,924) | ||
Total stockholders’ deficit | (9,072,623) | (3,917,728) | $ (4,276,689) | |
Total liabilities and stockholders’ deficit | 15,480,662 | 15,769,560 | ||
Series A Common Stock [Member] | ||||
Stockholders’ deficit: | ||||
Common stock | 1,154 | 120 | ||
Series B Common Stock [Member] | ||||
Stockholders’ deficit: | ||||
Common stock | 172 | |||
Nonrelated Party [Member] | ||||
Current liabilities: | ||||
Notes payable | 9,568 | 9,425 | ||
Non-current liabilities: | ||||
Note payables | 2,400,345 | 2,402,783 | ||
Related Party [Member] | ||||
Current liabilities: | ||||
Notes payable | 937,000 | 1,237,000 | ||
Non-current liabilities: | ||||
Note payables | $ 892,500 | 861,000 | ||
Deep Medicine Acquisition Corp [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 177,876 | 595,536 | $ 877,099 | |
Prepaid expenses | 20,408 | 315,306 | ||
Cash and marketable securities held in Trust Account | 6,703,330 | 9,160,803 | 127,760,867 | |
Total current assets | 6,881,206 | 9,776,747 | 128,953,272 | |
Total assets | 6,881,206 | 9,776,747 | 128,953,272 | |
Current liabilities: | ||||
Taxes payable | 57,569 | 57,569 | ||
Total current liabilities | 3,705,623 | 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 | 8,133,123 | 7,222,569 | 4,964,212 | |
Commitments and Contingencies | ||||
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 | 6,536,961 | 8,994,434 | 127,765,000 | |
Stockholders’ deficit: | ||||
Preferred stock, $0.0001 par value, 10 million share authorized; zero shares issued and outstanding, respectively | ||||
Additional paid-in capital | ||||
Accumulated deficit / losses | (7,789,256) | (6,440,634) | (3,776,318) | |
Total stockholders’ deficit | (7,788,878) | (6,440,256) | (3,775,940) | |
Total liabilities and stockholders’ deficit | 6,881,206 | 9,776,747 | 128,953,272 | |
Deep Medicine Acquisition Corp [Member] | Common Class A [Member] | ||||
Stockholders’ deficit: | ||||
Common stock | 378 | 378 | 62 | |
Deep Medicine Acquisition Corp [Member] | Common Class B [Member] | ||||
Stockholders’ deficit: | ||||
Common stock | 316 | |||
Deep Medicine Acquisition Corp [Member] | Nonrelated Party [Member] | ||||
Current liabilities: | ||||
Accrued expenses | 1,492,437 | 866,500 | 15,712 | |
Loan payable - related party | 84,617 | |||
Deep Medicine Acquisition Corp [Member] | Related Party [Member] | ||||
Current liabilities: | ||||
Accrued expenses | 6,000 | 6,000 | 21,000 | |
Loan payable - related party | $ 2,065,000 | $ 1,865,000 | $ 500,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, par value | $ 0.01 | |||
Treasury stock, shares | 4,692 | 4,692 | ||
Common Class A [Member] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 90,000,000 | 90,000,000 | ||
Common stock, shares issued | 11,538,252 | |||
Common Class B [Member] | ||||
Common stock, par value | $ 0.001 | |||
Common stock, shares authorized | 10,000,000 | |||
Common stock, shares issued | 1,716,680 | |||
Common stock, shares outstanding | 1,716,680 | |||
Series A Common Stock [Member] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 90,000,000 | 90,000,000 | ||
Common stock, shares issued | 11,558,252 | 13,098 | ||
Common stock, shares outstanding | 11,558,252 | 13,098 | ||
Series B Common Stock [Member] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, shares issued | 1,716,860 | 0 | ||
Common stock, shares outstanding | 1,716,860 | 0 | ||
Deep Medicine Acquisition Corp [Member] | ||||
Common stock subject to possible redemption, shares | 574,764 | 830,210 | 12,650,000 | |
Common stock subject to possible redemption, price per share | $ 11.37 | $ 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 stock, par value | $ 0.0001 | |||
Deep Medicine Acquisition Corp [Member] | 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 | 574,764 | 830,210 | 12,650,000 | |
Deep Medicine Acquisition Corp [Member] | Common Class B [Member] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Common stock, shares issued | 0 | 3,162,500 | ||
Common stock, shares outstanding | 0 | 3,162,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues, net | $ 5,012,022 | $ 5,083,199 | ||||||
Cost of revenues | 1,959,023 | 1,141,768 | ||||||
Gross profit | 3,052,999 | 3,941,431 | ||||||
Operating expenses: | ||||||||
Royalties | 329,888 | 215,632 | ||||||
Salaries, wages and benefits | 1,841,595 | 2,231,434 | ||||||
Selling, general and administrative | 1,825,201 | 6,398,885 | ||||||
Total operating expenses | 3,996,684 | 8,845,951 | ||||||
(Loss) income from operations | (943,685) | (4,904,520) | ||||||
Other (expenses) income: | ||||||||
Interest income | 30,587 | 21,497 | ||||||
Interest expense | (384,854) | (468,154) | ||||||
Loss on investment | (3,912) | |||||||
Total other expense | (358,179) | (446,657) | ||||||
Loss from operations before income taxes | (1,301,864) | (5,351,177) | ||||||
Provision for income taxes | ||||||||
Net loss | $ (1,301,864) | $ (5,351,177) | ||||||
Net loss per share | ||||||||
Basic net loss per share attributable to common stockholders | $ (0.22) | $ (446.15) | ||||||
Diluted net loss per share attributable to common stockholders | $ (0.22) | $ (446.15) | ||||||
Weighted average number of shares | ||||||||
Basic weighted average common shares | 5,994,704 | 11,994 | ||||||
Diluted weighted average common shares | 5,994,704 | 11,994 | ||||||
Deep Medicine Acquisition Corp [Member] | ||||||||
Operating expenses: | ||||||||
Officers compensation | $ 15,000 | $ 15,000 | $ 45,000 | $ 45,000 | $ 60,000 | $ 60,000 | ||
Franchise taxes | 31,603 | 50,000 | 94,400 | 150,000 | 200,000 | 1,177 | ||
General and administrative expenses | 368,886 | 350,358 | 1,009,222 | 1,207,914 | 1,907,122 | 348,735 | ||
Total operating expenses | 415,489 | 415,358 | 1,148,622 | 1,402,914 | 2,167,122 | 409,912 | ||
Other (expenses) income: | ||||||||
Investment income (loss) on investments held in Trust Account | 55,535 | 1,061,124 | 256,757 | 1,728,701 | 1,824,459 | (4,133) | ||
Total other expense | 55,535 | 1,061,124 | 256,757 | 1,728,701 | 1,824,459 | (4,133) | ||
Loss from operations before income taxes | (359,954) | 645,766 | (891,865) | 325,787 | (342,663) | (414,045) | ||
Provision for income taxes | 68,415 | 68,415 | 57,569 | |||||
Net loss | $ (359,954) | $ 577,351 | $ (891,865) | $ 257,372 | $ (400,232) | $ (414,045) | ||
Deep Medicine Acquisition Corp [Member] | Common Class A [Member] | ||||||||
Net loss per share | ||||||||
Basic net loss per share attributable to common stockholders | $ (0.08) | $ 0.04 | $ (0.20) | $ 0.02 | $ (0.03) | $ (0.05) | ||
Diluted net loss per share attributable to common stockholders | $ (0.08) | $ 0.04 | $ (0.20) | $ 0.02 | $ (0.03) | $ (0.05) | ||
Weighted average number of shares | ||||||||
Basic weighted average common shares | 4,357,964 | 12,509,620 | 4,453,989 | 13,017,932 | 10,946,277 | 5,578,069 | ||
Diluted weighted average common shares | 4,357,964 | 12,509,620 | 4,453,989 | 13,017,932 | 10,946,277 | 5,578,069 | ||
Deep Medicine Acquisition Corp [Member] | Common Class B [Member] | ||||||||
Net loss per share | ||||||||
Basic net loss per share attributable to common stockholders | $ 0.04 | $ 0.02 | $ (0.03) | $ (0.05) | ||||
Diluted net loss per share attributable to common stockholders | $ 0.04 | $ 0.02 | $ (0.03) | $ (0.05) | ||||
Weighted average number of shares | ||||||||
Basic weighted average common shares | 2,884,478 | 3,070,164 | 2,313,390 | 3,162,500 | ||||
Diluted weighted average common shares | 2,884,478 | 3,070,164 | 2,313,390 | 3,162,500 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] Deep Medicine Acquisition Corp [Member] | Preferred Stock [Member] | Common Stock [Member] Deep Medicine Acquisition Corp [Member] Common Class A [Member] | Common Stock [Member] Deep Medicine Acquisition Corp [Member] Common Class B [Member] | Common Stock [Member] Series A Common Stock [Member] | Common Stock [Member] Series B Common Stock [Member] | Treasury Stock, Common [Member] Deep Medicine Acquisition Corp [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] Deep Medicine Acquisition Corp [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] Deep Medicine Acquisition Corp [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] Deep Medicine Acquisition Corp [Member] | Retained Earnings [Member] | Deep Medicine Acquisition Corp [Member] | Total |
Balance at Mar. 31, 2021 | $ 316 | $ 49,684 | $ (59,395) | $ (9,395) | ||||||||||||
Balance, shares at Mar. 31, 2021 | 3,162,500 | |||||||||||||||
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) | ||||||||||||||
Common stock Series B issued in Merger | $ 10 | (10) | ||||||||||||||
Common stock Series B issued in Merger, shares | 101,200 | |||||||||||||||
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 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) | ||||||||||||||
Net loss | (414,045) | (414,045) | ||||||||||||||
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 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 loss | 257,372 | |||||||||||||||
Balance at Dec. 31, 2022 | $ 378 | $ 100 | $ (2,037,000) | $ 681,956 | (5,753,641) | $ (2,075,815) | (5,753,263) | $ (3,430,759) | ||||||||
Balance, shares at Dec. 31, 2022 | 3,783,200 | 0 | 11,308 | (4,692) | ||||||||||||
Balance at Mar. 31, 2022 | $ 62 | $ 316 | (3,776,318) | (3,775,940) | ||||||||||||
Balance, shares at Mar. 31, 2022 | 620,700 | 3,162,500 | ||||||||||||||
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) | ||||||||||||||
Net loss | (400,232) | (400,232) | ||||||||||||||
Balance at Mar. 31, 2023 | $ 378 | $ 109 | $ (2,037,000) | 5,175,280 | 11,914 | (6,440,634) | (7,426,992) | (6,440,256) | (4,276,689) | |||||||
Balance, shares at Mar. 31, 2023 | 3,783,200 | 12,129 | (4,692) | |||||||||||||
Balance at Jun. 30, 2022 | $ 62 | $ 316 | (3,930,738) | (3,930,360) | ||||||||||||
Balance, shares at Jun. 30, 2022 | 620,700 | 3,162,500 | ||||||||||||||
Accretion for Class A common stock to redemption amount | (463,444) | (463,444) | ||||||||||||||
Net loss | (165,559) | (165,559) | ||||||||||||||
Balance at Sep. 30, 2022 | $ 62 | $ 316 | (4,559,741) | (4,559,363) | ||||||||||||
Balance, shares at Sep. 30, 2022 | 620,700 | 3,162,500 | ||||||||||||||
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) | ||||||||||||||
Net loss | 577,351 | 577,351 | ||||||||||||||
Balance at Dec. 31, 2022 | $ 378 | $ 100 | $ (2,037,000) | 681,956 | (5,753,641) | (2,075,815) | (5,753,263) | (3,430,759) | ||||||||
Balance, shares at Dec. 31, 2022 | 3,783,200 | 0 | 11,308 | (4,692) | ||||||||||||
Net loss | (5,351,177) | (5,351,177) | ||||||||||||||
Issuance of common stock for services | $ 9 | 4,493,324 | 4,493,333 | |||||||||||||
Issuance of common stock for services, shares | 821 | |||||||||||||||
Unrealized gain in fair value of short term investments | 11,914 | 11,914 | ||||||||||||||
Balance at Mar. 31, 2023 | $ 378 | $ 109 | $ (2,037,000) | 5,175,280 | 11,914 | (6,440,634) | (7,426,992) | (6,440,256) | (4,276,689) | |||||||
Balance, shares at Mar. 31, 2023 | 3,783,200 | 12,129 | (4,692) | |||||||||||||
Accretion for Class A common stock to redemption amount | (310,535) | (310,535) | ||||||||||||||
Net loss | (261,565) | (261,565) | ||||||||||||||
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 | $ 109 | $ (2,037,000) | 5,175,280 | 11,914 | (6,440,634) | (7,426,992) | (6,440,256) | (4,276,689) | |||||||
Balance, shares at Mar. 31, 2023 | 3,783,200 | 12,129 | (4,692) | |||||||||||||
Net loss | (891,865) | |||||||||||||||
Balance at Dec. 31, 2023 | $ 378 | $ 120 | $ (2,037,000) | 10,479,738 | (1,662) | (7,789,256) | (12,358,924) | (7,788,878) | (3,917,728) | |||||||
Balance, shares at Dec. 31, 2023 | 3,783,200 | 13,098 | (4,692) | |||||||||||||
Balance at Jun. 30, 2023 | $ 378 | (7,012,734) | (7,012,356) | |||||||||||||
Balance, shares at Jun. 30, 2023 | 3,783,200 | |||||||||||||||
Accretion for Class A common stock to redemption amount | (90,687) | (90,687) | ||||||||||||||
Net loss | (270,346) | (270,346) | ||||||||||||||
Balance at Sep. 30, 2023 | $ 378 | (7,373,767) | (7,373,389) | |||||||||||||
Balance, shares at Sep. 30, 2023 | 3,783,200 | |||||||||||||||
Accretion for Class A common stock to redemption amount | (55,535) | (55,535) | ||||||||||||||
Net loss | (359,954) | (359,954) | ||||||||||||||
Balance at Dec. 31, 2023 | $ 378 | $ 120 | $ (2,037,000) | 10,479,738 | (1,662) | $ (7,789,256) | (12,358,924) | $ (7,788,878) | (3,917,728) | |||||||
Balance, shares at Dec. 31, 2023 | 3,783,200 | 13,098 | (4,692) | |||||||||||||
Common stock Series B issued in Merger | $ 172 | (172) | ||||||||||||||
Common stock Series B issued in Merger, shares | 1,716,860 | |||||||||||||||
Net loss | (1,301,864) | (1,301,864) | ||||||||||||||
Unrealized gain in fair value of short term investments | ||||||||||||||||
Realized gain in fair value of short term investments | 1,662 | 1,662 | ||||||||||||||
Common stock exchanged in Merger | $ (120) | (3,854,573) | (3,854,693) | |||||||||||||
Common stock exchanged in Merger, shares | (13,098) | |||||||||||||||
Common stock Series A exchanged and issued in Merger | $ 1,154 | (1,154) | ||||||||||||||
Common stock Series A exchanged and issued in Merger, shares | 11,538,252 | |||||||||||||||
Balance at Mar. 31, 2024 | $ 1,154 | $ 172 | $ (2,037,000) | $ 6,623,839 | $ 0 | $ (13,660,788) | $ (9,072,623) | |||||||||
Balance, shares at Mar. 31, 2024 | 11,538,252 | 1,716,860 | (4,692) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) - shares | 1 Months Ended | 12 Months Ended | ||
Nov. 17, 2023 | Oct. 29, 2021 | Jul. 31, 2023 | Mar. 31, 2022 | |
Stock issued during period shares new issues, shares | 18,000 | |||
Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | ||||
Stock issued during period shares new issues, shares | 212,752 | |||
Private Placement [Member] | Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | ||||
Stock issued during period shares new issues, shares | 519,500 | 519,500 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Cash flows from operating activities: | |||||||||||
Net loss | $ (1,301,864) | $ (5,351,177) | |||||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
Depreciation and amortization expense | 36,105 | 13,756 | |||||||||
Amortization of PIPE convertible notes original issue discount | 947 | 257,233 | |||||||||
Amortization of right-of-use asset | 82,454 | 72,520 | |||||||||
Fair value of warrants in excess of fair value of debt | |||||||||||
Expenses paid by DMAC post Merger | |||||||||||
Bad debt expense | 205,920 | ||||||||||
Change in OCI | 1,662 | ||||||||||
Stock issued for services | 4,493,333 | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable, net | 468,422 | 367,541 | |||||||||
Inventory, net | (216,569) | (1,122,034) | |||||||||
Other current assets | 2,478,953 | (40,422) | |||||||||
Other assets | (1,875,000) | ||||||||||
Accounts payable | 1,146,347 | 526,376 | |||||||||
Customer deposits | 90,524 | (594,071) | |||||||||
Accrued interest | 82,759 | 128,049 | |||||||||
Accrued and other current liabilities | (321,090) | (158,586) | |||||||||
Lease liability | (80,311) | (65,572) | |||||||||
Prepaid expenses | 200,278 | 70,178 | |||||||||
Net cash provided by (used in) operating activities | 2,668,617 | (3,071,956) | |||||||||
Cash flows from investing activities: | |||||||||||
Purchase of property and equipment | (332,342) | (46,650) | |||||||||
Reduction in long term assets | (2,421,060) | ||||||||||
Net cash used in investing activities | (332,342) | (2,467,710) | |||||||||
Cash flows from financing activities: | |||||||||||
Proceeds from line of credit | 1,875,000 | ||||||||||
Repayments of liabilities assumed in the Merger | (15,716) | ||||||||||
Repayments of notes payable | (2,295) | (33,616) | |||||||||
Repayments of notes payable - related party | (268,500) | ||||||||||
Proceeds from convertible notes | $ (145,992) | ||||||||||
PIPE loan, net of OID discount | 4,320,000 | ||||||||||
Cash acquired in Merger | 103,818 | ||||||||||
Costs of Merger paid from PIPE loan | (2,082,787) | ||||||||||
Repayment of line of credit | (1,980,937) | ||||||||||
Increase in other liabilities | 18,545 | ||||||||||
Dividends paid | 42,963 | ||||||||||
Net cash provided by (used in) financing activities | 92,128 | 1,884,347 | |||||||||
Net change in cash, cash equivalents, and restricted cash | 2,428,403 | (3,655,319) | |||||||||
Cash, cash equivalents, and restricted cash, beginning of period | 5,397,564 | $ 6,000,947 | 9,656,266 | $ 6,000,947 | |||||||
Cash, cash equivalents and restricted cash, end of period | 7,825,967 | $ 5,397,564 | 6,000,947 | $ 9,656,266 | 5,397,564 | $ 9,656,266 | $ 6,000,947 | 9,656,266 | |||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
Cash paid for interest | 302,095 | 275,735 | |||||||||
Cash paid for income tax | |||||||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING and FINANCING ACTIVITIES: | |||||||||||
Notes payable assumed in Merger | 1,565,000 | ||||||||||
Accrued liabilities assumed in Merger | 310,724 | ||||||||||
Remeasurement of common stock exchanged/issued in Merger | (1,875,724) | ||||||||||
Deep Medicine Acquisition Corp [Member] | |||||||||||
Cash flows from operating activities: | |||||||||||
Net loss | (359,954) | (261,565) | 577,351 | $ (154,420) | (891,865) | 257,372 | (400,232) | $ (414,045) | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
Investment income earned on investments held in Trust Account | (55,535) | (1,061,124) | (256,757) | (1,728,701) | (1,824,459) | 4,133 | |||||
Changes in operating assets and liabilities: | |||||||||||
Prepaid expenses | 20,408 | 233,673 | 294,898 | (277,806) | |||||||
Accrued expenses | 710,554 | 514,446 | 850,788 | 14,850 | |||||||
Taxes payable | 68,415 | 57,569 | |||||||||
Accrued expenses - related parties | (15,000) | (15,000) | (25,000) | ||||||||
Net cash provided by (used in) operating activities | (417,660) | (669,795) | (1,036,436) | (697,868) | |||||||
Cash flows from investing activities: | |||||||||||
Distribution for taxes payments | 754,873 | 754,873 | |||||||||
Cash released from trust account | 2,914,230 | 121,034,650 | 121,034,650 | ||||||||
Investment of cash in Trust Account | (200,000) | (1,265,000) | (1,365,000) | (127,765,000) | |||||||
Net cash used in investing activities | 2,714,230 | 120,524,523 | 120,424,523 | (127,765,000) | |||||||
Cash flows from financing activities: | |||||||||||
Repayments of notes payable - related party | (100) | ||||||||||
Cash used for common stock redemption | (2,914,230) | (121,034,650) | (121,034,650) | ||||||||
Proceeds from extension loan – related parties | 200,000 | 1,265,000 | 1,365,000 | ||||||||
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) | ||||||||||
Net cash provided by (used in) financing activities | (2,714,230) | (119,769,650) | (119,669,650) | 128,839,900 | |||||||
Net change in cash, cash equivalents, and restricted cash | (417,660) | 85,078 | (281,563) | 377,032 | |||||||
Cash, cash equivalents, and restricted cash, beginning of period | $ 177,876 | $ 595,536 | 962,177 | $ 877,099 | 595,536 | 877,099 | 877,099 | 500,067 | |||
Cash, cash equivalents and restricted cash, end of period | $ 177,876 | $ 595,536 | $ 962,177 | 177,876 | 962,177 | 595,536 | $ 962,177 | 877,099 | |||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
Cash paid for interest | |||||||||||
Cash paid for income tax | |||||||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING and FINANCING ACTIVITIES: | |||||||||||
Remeasurement for Class A common stock subject to possible redemption | 456,757 | 2,234,695 | 2,264,084 | ||||||||
Note payable for insurance premium | $ 84,617 | ||||||||||
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 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Other Comprehensive Income - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss | $ (1,301,864) | $ (5,351,177) |
Other comprehensive income: | ||
Unrealized gain in fair value of short-term investments | 11,914 | |
Comprehensive loss | $ (1,301,864) | $ (5,339,263) |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended | 9 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | Note 1 - Business Organization and Nature of Operations BUSINESS ORGANIZATION AND NATURE OF OPERATIONS On January 31, 2024 we completed the previously announced business combination pursuant to the terms of the Business Combination Agreement, dated as of July 21, 2023, which provided for, TruGolf Nevada being the surviving corporation of the merger and having become a direct, wholly owned subsidiary of Deep Medicine Acquisition Corp. (“DMAC”), a Delaware corporation and our predecessor company (“DMAQ”) as a consequence of the merger (together with the other transactions contemplated by the Business Combination Agreement). In connection with the consummation of the Business Combination, DMAQ changed its name to TruGolf Holdings, Inc. TruGolf Holdings, Inc.’s Class A common stock commenced trading on The Nasdaq Capital Market LLC under the ticker symbol “TRUG” on February 1, 2024. Trugolf Holdings, Inc. (the “Company” or “TruGolf”, “we”, “us”) was incorporated on July 8, 2020 as a Delaware corporation and formed for the purpose of effecting a business combination, with no material operation of its own. Our operations are conducted through our subsidiary TruGolf, Inc., a Nevada Corporation (“TruGolf Nevada”). TruGolf Nevada was formed as a Utah corporation on October 4, 1995, under the name “TruGolf, Incorporated”. TruGolf Nevada’s original business plan was the creation of golfing video games. On June 9, 1999, the TruGolf Nevada changed its name to “TruGolf, Inc.” Effective on April 26, 2016, TruGolf Nevada filed Articles of Merger with the State of Utah, Department of Commerce, and on April 28, 2016, TruGolf Nevada filed Articles of Merger with the Secretary of State of Nevada, pursuant to which TruGolf, Inc., a Utah corporation, merged with and into TruGolf Nevada, pursuant to a Plan of Merger. TruGolf Nevada was the surviving corporation in the merger. In connection with the Plan of Merger, TruGolf Nevada affected a four-for-one forward stock split of its outstanding common stock. For over 40 years, TruGolf, Incorporated (or “the Company”, “we”, “us”, or “our”) has been creating indoor golf software and hardware and are focused on both the residential and commercial golf simulation industries. We design, develop, manufacture and sell golf simulators for residential and commercial applications. We offer portable, professional, commercial and custom simulators. In addition, to bundling our software with our simulators, we offer our E6 Connect software and gaming software on a standalone basis. We have leveraged the power of our hardware and software platform to create a collection of multi-sport games including football, soccer, soccer golf, frisbee golf, zombie dodgeball, and cowboy target practice. TruGolf Nevada has been creating indoor golf software for 40 years. We began as a subsidiary of Access Software, Inc., a video game developer based in Salt Lake City, Utah (“ Access Software Since 1999, we have focused on establishing residential and commercial golf simulation as a viable industry, and since 2007, we have focused on fabricating custom golf simulators for luxury clients. Part of our initial strategy included partnering with hardware inventors to provide them world class software. Over time, we found that it was not viable to rely on these early hardware inventors alone, we also began building and selling our own hardware. In addition, we are working with a video game company to utilize their new dynamic graphics engine which will enable us to bring photorealistic golf courses to life through our E6 software (discussed below). In addition, we have developed multiple sources and 3 rd The Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain reduced public company reporting requirements. | |
Deep Medicine Acquisition Corp [Member] | ||
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | Note 1 - Basis of Presentation And Principles of Consolidation BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 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 | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS | Note 2 - Organization and Description of Business Operations 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 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “Public Shares”) at $ 10.00 per unit, which included 1,650,000 Units issued pursuant to the full exercise by the Underwriters (as defined below) of their over-allotment option, and the private sale of an aggregate of 519,500 Units (the “Private Placement Units” and with respect to the shares of Class A common stock included in the Units, the “Private Placement Shares”) to its sponsor, Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities, Inc. (“I-Bankers”) at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 5,195,000 to the Company that closed simultaneously with the closing of the IPO. On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class A common stock and rights underlying the Units commenced trading separately. On February 17, 2023, the Company’s securities were transferred from Nasdaq Global Market to Nasdaq Capital Market (“Nasdaq”). Transaction costs amounted to $ 7,282,500 consisting of $ 2,530,000 in cash of underwriting commissions, $ 4,427,500 of business combination marketing fee, and $ 325,000 of other offering costs. Upon the closing of the IPO on October 29, 2021, the Company deposited $ 127,765,000 ($ 10.10 per Unit) from the proceeds of the IPO and certain proceeds of the sales of Private Placement Units in the trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Following the closing of the IPO on October 29, 2021, cash of $ 764,101 was held outside of the Trust Account (as defined below) and was available for working capital purposes. As of December 31, 2023, the Company had available cash of $ 177,876 on its balance sheet and a working capital deficit of $ 3,527,747 . The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 , as opposed to the price at which the Company redeems the shares of common stock held by its public stockholders in connection with the closing of this business combination. The Restated Merger Agreement supersedes the Original Merger Agreement. For additional information on the Restated Merger Agreement, refer to the Company’s Current Report on Form 8-K as filed with the SEC on July 24, 2023. 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 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The shares of Class A common stock are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 upon such completion of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. 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 % of the Public Shares if the Company does not complete the Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to the shares of Class B common stock they initially purchased in March 2021 (including the shares of the Company’s Class A common stock issued upon the conversion thereof, the “Founder Shares”) or Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period (as defined below). In addition, the Sponsor has agreed to vote any shares it held in favor of the Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 was deposited into the Company’s Trust Account to extend the Initial Business Combination from October 29, 2022 to January 29, 2023 (the “First Extension”), which amount will be included in the pro rata amount (the “Redemption Price”) distributed to (i) all of the holders of the Class A common stock sold in the Company’s IPO (“Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period (as defined below), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $ 50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares 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 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 shares of Class B common stock of the Company were cancelled, and 3,162,500 shares of Class A Common Stock were issued to such converting Class B stockholders. The 3,162,500 shares of Class A common stock issued pursuant to the conversion are subject to the same restrictions applicable to the Class B common stock before the conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for our IPO. Additionally, on the 2022 Special Meeting, stockholders holding 11,819,790 shares of the 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, $ 121,034,650 (approximately $ 10.24 per share) was removed from the Company’s Trust Account to pay such holders. In connection with the Second Extension, the Company deposited an aggregate of $ 300,000 (representing $ 50,000 for each additional month from January 29, 2023 to July 29, 2023) into the Trust Account, which amount will be included in the Redemption Price. 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 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 $ 2,914,230 (approximately $ 11.41 per share) was removed from the Company’s Trust Account to pay such holders. 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 (approximately $ 11.50 per share) was removed from the Company’s Trust Account to pay such holders. 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 million and the simultaneous listing on Nasdaq. Pursuant to that certain underwriting agreement, I-Bankers acted as the representative of the Underwriters of the IPO for 11,000,000 Units at $ 10.00 per Unit, plus an over-allotment option equal to 15 % of the number of Units offered, or 1,650,000 Units, which was exercised in full simultaneously upon the closing of the IPO. The Company paid I-Bankers underwriters’ commission of $ 2,530,000 , equal to 2.0 % of the gross proceeds raised in the IPO for such services upon the consummation of the IPO (exclusive of any applicable finders’ fees which might become payable). 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 warrant to purchase 632,500 Shares of Class A common stock, equal to 5.0 % of the Shares issued in the IPO (“Representative Warrants”). The exercise price of Representative Warrants is $ 12.00 per Share. In addition, I-Bankers was issued 101,200 shares of Class A common stock upon the consummation of IPO (“Representative Shares”). In addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’ over-allotment option. The fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. 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 in cash and (ii) 212,752 New TruGolf Class A Common Shares. 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 and $ 1,865,000 , respectively, including a promissory note of up to $ 500,000 , dated March 15, 2021, between the Company and the Sponsor (the “Sponsor Note”) in connection with a portion of the IPO expense. The Sponsor Note is unsecured with zero interest. These amounts will be repaid upon completion of an initial Business Combination. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the Sponsor Note. On October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $ 1,265,000 (collectively, the “Sponsor Affiliate Notes”) to two affiliates of the Company’s Sponsor (collectively, the “Sponsor Affiliates”), in connection with the First Extension. The Sponsor Affiliate Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. On October 19, 2022, an aggregate of $ 1,265,000 was deposited into the Trust Account, which amount will be included in the pro rata amount distributed to (i) holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate of the Company’s Sponsor, in connection with the Second Extension. This note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. Accordingly, an aggregate of $ 300,000 had been deposited into the Company’s Trust Account as of June 30, 2023. On September 30, 2023, the Company issued a promissory note in principal amount of $ 84,617 to a third party, in connection with the premium payment for the Company’s Directors and Officers insurance. This note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the note. 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 as of December 31, 2023. The Company has no operating income and incurs continuing operating expenses. There are no assurances the Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs and required debt service. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business, which could harm its financial condition and operating results. 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. | Note 1 - Organization and Description of Business Operations ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATION 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 | 9 Months Ended |
Dec. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | |
RECENT ACCOUNTING PRONOUNCEMENTS | Note 3 - Recent Accounting Pronouncements 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 | |
Deep Medicine Acquisition Corp [Member] | |
CASH AND CASH EQUIVALENTS | Note 4 - 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 $ 177,876 and $ 595,536 on its balance sheet as of December 31, 2023 and March 31, 2023, respectively. The Company had no cash equivalent as of December 31, 2023 and March 31, 2023. 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 | |
Deep Medicine Acquisition Corp [Member] | |
MARKETABLE SECURITIES HELD IN TRUST ACCOUNT | Note 5 - Marketable Securities Held in Trust Account 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 and $ 9,160,803 , respectively. |
COMMON STOCK SUBJECT TO POSSIBL
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 9 Months Ended |
Dec. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | |
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | Note 6 - 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 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 | |
Deep Medicine Acquisition Corp [Member] | |
NET LOSS PER SHARE OF COMMON STOCK | Note 7 - Net Loss per Share of Common Stock 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 | 3 Months Ended | 9 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
LOAN PAYABLE | Note 14. CONVERTIBLE NOTES PAYABLE In May 2022, we entered into two separate but identical $ 300,000 (total $ 600,000 ), 10.00 % annual interest rate convertible notes payable (“Convertible Notes”) with two individual consultants (“Note Holder”) to assist with services including an initial public offering preparation and listing to NASDAQ or other national exchange, assist the Company and its counsel in preparing a code of conduct and employment agreements, franchise development, and valuation increase through growth among other services. The original terms of each note include a 15 % original issue discount (“OID”), 292 warrants, no prepayment penalty and a maturity of February 25, 2023 . The warrants are exercisable at $ 4,800 per share for five years and a cashless option and a mandatory exercise over $ 9,600 with no prepayment penalty. The warrants are non-exercisable for one year from issuance. The valuation assumptions used in the Black-Sholes model to determine the fair value of each warrant awarded in 2022: expected stock price volatility ranged from 40.06 % to 80.17 %; expected term in years 5.00 with a discount for the one-year lockout period; and risk-free interest rate 2.95 %. The Note Holder has the right, at any time on or after the issuance date and prior to the maturity date, to convert all or any portion of the then outstanding and unpaid principal plus any accrued interest thereon into shares of the Company’s common stock. The per share conversion price will be convertible into shares of common stock equal to 70 % multiplied by the lower of (i) the volume weighted average of the closing sales price of the common stock on the date that the Company’s listing on the NASDAQ Global Market or other national exchange (“Uplisting”) is successfully consummated or (ii) the lowest closing price for the five trading days following the date of Uplisting, not including the Uplisting day. In the event the Company (i) makes a public announcement that it intends to be acquired by, consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Company; or (ii) any person, group or entity (including the Company) publicly announces a tender offer to purchase 50 % or more of the common stock, then the conversion price will be equal to the lower of the conversion price and a 25% discount to the announced acquisition provided, that, the conversion will never be less than a price that is the lower of (iii) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of these notes; or (iv) the average closing price of the Company’s common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of these notes. In 2022 and at the time off issuance, the Company elected to follow the relative fair value method to allocate the proceeds to the warrants, OID, and convertible notes (collectively the “Financial Instruments”). Total estimated fair value of the Financial Instruments was $ 1,387,060 . The pro-rata allocation of the $ 450,000 total proceeds was $ 282,109 to the warrants, $ 21,899 to the OID and $ 145,992 to the convertible notes. The fair value of the warrants exceeded the pro-rata allocation of proceeds to the warrants and the convertible notes by $ 445,032 , which the Company recorded as interest expense at the time of issuance. Based on an estimated 70% discounted conversion price, the Company recorded $ 192,857 in interest expense and a corresponding increase in the notes payable. The Company has elected to account for the convertible notes at fair market value. The fair market value will be adjusted at each reporting period. The total outstanding balance for each convertible note as of December 31, 2022, was $ 225,000 (total $ 450,000 ) and accrued interest was $ 16,480 . In March 2023, we extended each note’s maturity to July 31, 2023 and increased each note’s borrowing limit to $ 375,000 . In July 2023, the Company and Convertible Note Holders entered into Warrant Cancellation Agreements, whereby the warrants will be cancelled when the Merger (business combination) with Deep Medicine Acquisition Corp. is completed. Also in July 2023, the convertible notes were modified whereby the maturity date was extended by up to an additional eight months (February 29, 2024), to be in two extensions of four months each. Five days prior to the extension deadline the Company will issue 9,000 shares (total 18,000 shares if the Company elects the two extensions) of the Company’s stock. The Company did elect the extension. The Company has not issued the shares as of the date of this filing. During the three months ended March 31, 2024 and 2023, we recorded $ 0 in gross OID based on the borrowings on the Convertible Notes. During the three months ended March 31, 2024 and 2023, we recorded OID amortization of $ 0 and $ 0 , respectively, in interest expense. There was zero OID remaining as of March 31, 2024 and December 31, 2023. | |
Deep Medicine Acquisition Corp [Member] | ||
LOAN PAYABLE | Note 8 – Loan payable LOAN PAYABLE On September 30, 2023, the Company issued a promissory note in principal amount of $ 84,617 to a third party, in connection with the premium payment for the Company’s Directors and Officers insurance. This note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the note. 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 in principal amount of convertible notes and warrants to purchase 727,273 shares of Class A common stock of the Company after the closing of the Business Combination between the Company and TruGolf, pursuant to the Restated Merger Agreement. For additional information, refer to the Company’s Current Report on Form 8-K as filed with the SEC on November 2, 2023. 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 in principal amount of convertible notes and warrants to purchase an aggregate of 454,545 shares of Class A common stock of the Company after the closing (the “Closing”) of the business combination between the Company and TruGolf (the “Business Combination”) pursuant to the Merger Agreement, as amended. Additionally, on December 7, 2023, the Company and Finuvia, LLC entered into an Amended and Restated Loan Agreement (the “Finuvia Loan Agreement”) to amend and restate the original loan agreement entered between them as of November 2, 2023 to reduce the principal amount of the convertible notes from up to $ 2,500,000 to up to $ 500,000 and reduce the amount warrants to purchase Class A common stock of the Company from 227,273 to 45,455 . The total PIPE investment from the November 2, 2023 investments and the December 7, 2023 investments was up to an aggregate of $ 11,000,000 in the principal amount of the convertible notes and warrants to purchase an aggregate of 1,000,000 Class A common stock of the Company. 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 | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | Note 21. RELATED PARTY As described in Note 14 – Dividend Notes Payable SCHEDULE OF DIVIDEND NOTES PAYABLE 2024 2023 Chief executive officer, Director and Shareholder $ 1,639,240 $ 1,639,240 Chief hardware officer, Director and Shareholder 786,976 786,976 Executive vice president, Director and Shareholder 817,457 817,457 Interim chief financial officer, Director and Shareholder 198,519 198,519 The Company’s chief executive officer is related to certain lenders of the Company as discussed in Note 12 – Related Party Notes Payable | ||
Deep Medicine Acquisition Corp [Member] | |||
RELATED PARTY TRANSACTIONS | Note 9 - Related Party Transactions 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 , which was in connection with the accrued non-cash compensation to the Company’s management and directors. Pursuant to the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month starting from August 1, 2020, and the Company’s officers and directors an aggregate of 300,000 post Business Combination shares within 10 days following a Business Combination, with the same lock-up restrictions and registration rights as the Founder Shares. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of $ 0.02 per share. As of December 31, 2023 and March 31, 2023, the accrued expenses related to the cash compensation to the Company’s Chief Financial Officer was $ 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 and $ 1,865,000 , respectively. As of December 31, 2023 and March 31, 2023, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest pursuant to the promissory note between the Company and the Sponsor (the “Sponsor Note”) in connection with a portion of the IPO expense. The Sponsor Note is unsecured, and the Sponsor agrees to fund the Company in amount of up to $ 500,000 . Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the Loan. The proceeds of the Sponsor Note were used to pay a portion of the offering expenses of the IPO. These amounts will be repaid upon completion of an initial Business Combination. 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 to the Sponsor Affiliates, in connection with the First Extension. The Sponsor Affiliate Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. On October 19, 2022, an aggregate of $ 1,265,000 was deposited into the Company’s Trust Account, which amount will be included in the pro rata amount distributed to (i) holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate of the Company’s Sponsor, in connection with the Second Extension. This note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. Accordingly, an aggregate of $ 300,000 had been deposited into the Company’s Trust Account as of June 30, 2023. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2023 and March 31, 2023, no Working Capital Loans were outstanding. | Note 3 - Related Party Transactions 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 CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | Note 20. COMMITMENTS AND CONTINGENCIES Operating Leases As of March 31, 2024, we had two operating leases as follows: ● In June 2023, we entered into a new five -year lease on the warehouse in North Salt Lake City, Utah. The base monthly lease payment through May 2024 is $ 10,849 , $ 11,163 through May 2025, $ 11,486 through May 2026, $ 11,819 through May 2027, and $ 12,162 through May 2028. As of March 31, 2024, we had 50 months remaining on the lease. ● In December 2022, we entered into a new three -year lease on the corporate headquarters in Centerville, Utah. The base monthly lease payment through November 2023 is $ 20,343 , $ 20,378 through November 2023 and $ 24,616 through November 2025. As of March 31, 2024, we had 39 months remaining on the lease. We utilize our incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. For 2023 and 2022, we used an estimated incremental borrowing rate of 10.00 % and 5.90 % respectively, to determine the present value of the lease liability. Other information related to our operating leases is as follows: Right of use asset: SCHEDULE OF RIGHT OF USE ASSET As of December 31, 2023 $ 972,663 Amortization 82,454 As of March 31, 2024$ 890,209 Lease liability: SCHEDULE OF LEASE LIABILITY Lease liability – December 31, 2023 $ 1,002,483 Payments (80,311 ) As of March 31, 2024 $ 922,172 The table below reconciles the fixed component of the undiscounted cash flows for each of five years to the lease liabilities recorded on the Balance Sheet as of March 31, 2024: SCHEDULE OF MATURITY LEASE LIABILITY Year Minimum Lease Payments 2024 – (Nine Months) $ 303,478 2025 406,990 2026 140,163 2027 144,227 2028 60,809 Total 1,055,667 Less interest (133,495 ) Present value of future minimum lease payments 922,172 Less current portion (347,809 ) Long term lease liability $ 574,363 | ||
Deep Medicine Acquisition Corp [Member] | |||
COMMITMENTS AND CONTINGENCIES | Note 10 - Commitments and Contingency COMMITMENTS AND CONTINGENCIES 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 shares of Class A common stock issuable to the Company’s directors and officers within 10 days following the Business Combination and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 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 per Unit, or $ 2,530,000 in the aggregate payable upon the closing of the IPO, and I-Bankers was entitled to a business combination marketing fee of $ 4,427,500 in the aggregate, which is held in the Trust Account and payable upon completion of the Business Combination. 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 in cash and (ii) 212,752 New TruGolf Class A Common Shares. | Note 4 - Commitments and Contingency COMMITMENTS AND CONTINGENCIES 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 | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Subsidiary or Equity Method Investee [Line Items] | |||
STOCKHOLDERS’ EQUITY | Note 18. STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized preferred stock of 10,000,000 shares, par value of $ 0.0001 . As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued and outstanding. Common Stock Common Stock – Series A The Company has authorized common stock – Series A of 90,000,000 shares, par value of $ 0.0001 . As of March 31, 2024, there were 11,538,252 shares of common stock – Series A and 1,716,680 shares of common stock – Series B issued and outstanding. The summary of exchanged and issued shares of common stock – Series A and B resulting from the Merger follows: Upon closing of the Business Combination, shares of TruGolf Nevada common stock outstanding include the following: SCHEDULE OF COMMON STOCK Accrual Redemptions Number of % Ownership TruGolf Nevada shareholders – Series A 5,750,274 43.4 % TruGolf Nevada shareholders – Series B 1,716,860 13.0 % Private Placement Investors (2) 571,450 4.3 % DMAQ Public stockholders (3) 1,460,077 11.0 % DMAQ Directors and officers 280,000 2.1 % DMAQ Sponsor (4) 3,162,500 23.9 % I-Bankers (5) 313,951 2.4 % Total 13,255,112 100 % Based on 13,098 TruGolf Nevada ordinary shares outstanding immediately prior to the closing of the Business Combination, the Exchange Ratio determined in accordance with the terms of the Merger Agreement is approximately 570.10 . New TruGolf issued 7,467,134 shares of New TruGolf common stock to legacy TruGolf Nevada shareholders in the Business Combination, determined as follows: SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 per share 13,098 Exchange Ratio 570.10 Shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 The shares issued to legacy TruGolf Nevada shareholders consists of 5,750,274 shares of New TruGolf Class A common stock and 1,716,860 shares of New TruGolf Class B common stock. (2) DMAQ’s Insiders had an aggregate of 406,500 units, which contain 406,500 Private Placement Shares and 406,500 Private Rights. I-Bankers had an aggregate of 113,000 units, which contain 113,000 Private Placement Shares and 113,000 Private Rights. Each holder of a private right received one-tenth (1/10) of one share of DMAQ Class A common stock upon consummation of initial business combination . Private placement shares were the shares of DMAQ Class A common stock. The 519,500 shares of DMAQ Class A common stock and 519,500 Private Right were exchanged for a total of 571,450 shares of New TruGolf common stock upon the closing of the Business Combination. (3) Prior to and in connection with the approval of the Business Combination, holders of 378,744 DMAQ Class A Shares properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from the IPO. In addition, in connection with the January 26, 2024 meeting to amend certain provisions of DMA’s corporate documents allowing DMAQ to extend its existence, an additional 943 shares were redeemed, resulting in actual redemptions of 379,687 shares out of the total 574,764 shares of DMAQ common stock subject to redemption. Upon the closing of the Business Combination, 1,265,000 shares of New TruGolf Class A common stock were issued upon the conversion of 12,650,000 public rights. (4) In connection with the Business Combination, 3,162,500 shares of DMAQ Class A common stock held by the Sponsor and its affiliates were converted into 3,162,500 shares of New TruGolf Class A common stock. (5) Reflects the payment of transaction fee pursuant to the BCMA Amendment due at Closing, which was paid to I-Bankers a transaction fee equal to (i) $ 2,000,000 in cash and (ii) 212,752 New TruGolf Class A Common Shares, and an aggregate of 101,200 Representative Shares issued in connection with the IPO were exchanged to New TruGolf common stock upon the closing of the Business Combination. In March 2023, the Board of Directors authorized the issuance of 821 shares of common stock to the consultants for the services performed related as outlined in the services agreements. The common shares were issued at fair value and $ 4,493,333 was expensed to consulting services. In April 2022, we secured the services of two consultants (also the Note Holders as described in Note 12 – Convertible Notes Payable Once services are performed, the first consultant will be provided a 3% stock grant; while the second consultant will be provided up to 7% of stock based on performance deliverables including: 1.75% on consummation of an initial bridge loan agreement, 1.75% on engaging an investment banker, 1.75% upon filing an S-1 including financial statements and footnotes, and 1.75% upon the closing of an initial public offering. The second consultant will be provided warrants at a 20% discount to the then current price per share, for up to 2% for achieving a $250 million valuation and 3% more for a $500 million valuation, as well as another 2% for opening the first franchise location, and 3% more once 100 franchise locations have been sold. As of the date of this filing, no stock grants or awards have been issued. Common Stock – Series B The Company has authorized common stock – Series B of 10,000,000 shares, par value of $ 0.001 . As of March 31, 2024, there were 1,716,680 shares of common stock – Series B issued and outstanding. The common stock – Series B has voting rights of 25 votes per common stock – Series A held. As of March 31, 2024, three TruGolf insiders own 100 % of the 1,716,680 common stock – Series B. Warrants - Common stock – Series A and B As of March 31, 2024, the Company issued warrants to purchase 436,364 shares of the Company’s common stock – Series A to the PIPE Convertible Notes holders with an exercise price of $ 13 per share and a term of five years commencing February 1, 2024. The maximum Series A Warrants to be issued for all tranches of the PIPE Convertible Notes is 1,409,091 . The pro rata amount of the first tranche of PIPE Convertible Notes payable of $ 4,800,000 as a percentage of the total Series A Warrants results in the issuance of 436,364 warrants. The value of the Series A Warrants was estimated to be approximately $ 703,000 (or $ 1.61 per warrant) using the Black-Scholes option-pricing model as of the grant date (February 24, 2024) based on the following assumptions: 1. The expected volatility of 227.52 %; 2. The risk-free interest rate of 3.99 %; 3. The expected life of five years . As of March 31, 2024, the Company issued warrants to purchase 480,000 shares of the Company’s common stock – Series B to the PIPE Convertible Notes holders with an exercise price of $ 10 per share and a term of thirty months commencing February 1, 2024. The maximum Series B Warrants to be issued for all tranches of the PIPE Convertible Notes is 1,550,000 . The pro rata amount of the first tranche of PIPE Convertible Notes payable of $ 4,800,000 as a percentage of the total Series A Warrants results in the issuance of 480,000 Series B Warrants. The value of the Series B Warrants was estimated to be approximately $ 662,400 (or $ 1.38 per warrant) using the Black-Scholes option-pricing model as of the grant date (February 24, 2024) based on the following assumptions: 1. The expected volatility of 227.52 %; 2. The risk-free interest rate of 3.99 %; 3. The expected life of thirty months . | ||
Deep Medicine Acquisition Corp [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
STOCKHOLDERS’ EQUITY | Note 11 - Stockholders’ Equity STOCKHOLDERS’ EQUITY The Company is authorized to issue a total of 111,000,000 shares, par value of $ 0.0001 per share, consisting of (a) 110,000,000 shares of common stock, including (i) 100,000,000 shares of Class A common stock, and (ii) 10,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). Preferred Stock As of December 31, 2023 and March 31, 2023, no shares of Preferred Stock were issued or outstanding. The designations, voting and other rights and preferences of the Preferred Stock may be determined from time to time by the Company’s board of directors. Common Stock As of December 31, 2023 and March 31, 2023, there were 4,357,964 and 4,613,410 shares of Class A common stock issued and outstanding, respectively, including 574,764 and 830,210 public shares, which were subject to possible redemption and presented as temporary equity. As of December 31, 2023 and March 31, 2023, there were no shares of Class B common stock issued and outstanding. 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 shares of the Company’s Class A common stock, in exchange for such third parties agreeing not to redeem (or shall use commercially reasonable efforts to request that the Company’s transfer agent reverse any previously submitted redemption demand) such shares in connection with the 2023 Special Meeting, and the Sponsor has agreed to transfer a maximum aggregate of 185,179 Founder Shares pursuant to the Non-Redemption Agreements upon the consummation of the Company’s initial Business Combination. 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 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 $ 2,914,230 (approximately $ 11.41 per share) was removed from the Company’s Trust Account to pay such holders. Following the redemptions in connection with the 2023 Special Meeting, the Company had 4,357,964 shares of Class A common stock issued and outstanding, including 574,764 public shares. 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 per Share, and 101,200 Representative Shares. 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 warrants as an expense of the IPO resulting in a charge directly to stockholders’ equity. The fair value of Representative Warrants was estimated to be approximately $ 1,333,482 (or $ 2.11 per warrant) using the Black-Scholes option-pricing model. The fair value of the Representative Warrants granted to the Underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35% , (2) risk-free interest rate of 1.18% and (3) expected life of five years . The Representative Warrants and the shares of Class A common stock underlying Representative Warrants have been deemed compensation by FINRA and are therefore subject to a 180 -day lock-up immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1). 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) | Note 5 - Stockholders’ Equity 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 | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | ||
FAIR VALUE MEASUREMENTS | Note 12 - Fair Value Measurements 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 | Note 6 - Fair Value Measurements 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 | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS We evaluate events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. The accompanying financial statements consider events through the date the financial statements were issued. | ||
Deep Medicine Acquisition Corp [Member] | |||
SUBSEQUENT EVENTS | Note 13 - Subsequent Events 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 shares were redeemed resulting in the removal of an additional $ 10,845 (approximately $ 11.50 per share) from the trust account. 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 shares of Class A common stock and 1,716,860 shares of Class B common stock pursuant to the Merger Agreement. On the Closing date, the Company issued 212,752 Class A Common Shares to I-Bankers pursuant to the amendment to the BCMA; On the Closing date, 280,000 Class A Common Shares were issued to the Company’s former officers and directors; On the Closing date, 1,316,950 Class A Common shares were issued upon the 13,169,500 rights conversion. | Note 7 – Subsequent Events 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 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATION | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATION | Note 2 - Organization and Description of Business Operations 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 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “Public Shares”) at $ 10.00 per unit, which included 1,650,000 Units issued pursuant to the full exercise by the Underwriters (as defined below) of their over-allotment option, and the private sale of an aggregate of 519,500 Units (the “Private Placement Units” and with respect to the shares of Class A common stock included in the Units, the “Private Placement Shares”) to its sponsor, Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities, Inc. (“I-Bankers”) at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 5,195,000 to the Company that closed simultaneously with the closing of the IPO. On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class A common stock and rights underlying the Units commenced trading separately. On February 17, 2023, the Company’s securities were transferred from Nasdaq Global Market to Nasdaq Capital Market (“Nasdaq”). Transaction costs amounted to $ 7,282,500 consisting of $ 2,530,000 in cash of underwriting commissions, $ 4,427,500 of business combination marketing fee, and $ 325,000 of other offering costs. Upon the closing of the IPO on October 29, 2021, the Company deposited $ 127,765,000 ($ 10.10 per Unit) from the proceeds of the IPO and certain proceeds of the sales of Private Placement Units in the trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Following the closing of the IPO on October 29, 2021, cash of $ 764,101 was held outside of the Trust Account (as defined below) and was available for working capital purposes. As of December 31, 2023, the Company had available cash of $ 177,876 on its balance sheet and a working capital deficit of $ 3,527,747 . The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 , as opposed to the price at which the Company redeems the shares of common stock held by its public stockholders in connection with the closing of this business combination. The Restated Merger Agreement supersedes the Original Merger Agreement. For additional information on the Restated Merger Agreement, refer to the Company’s Current Report on Form 8-K as filed with the SEC on July 24, 2023. 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 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The shares of Class A common stock are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 upon such completion of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. 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 % of the Public Shares if the Company does not complete the Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to the shares of Class B common stock they initially purchased in March 2021 (including the shares of the Company’s Class A common stock issued upon the conversion thereof, the “Founder Shares”) or Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period (as defined below). In addition, the Sponsor has agreed to vote any shares it held in favor of the Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 was deposited into the Company’s Trust Account to extend the Initial Business Combination from October 29, 2022 to January 29, 2023 (the “First Extension”), which amount will be included in the pro rata amount (the “Redemption Price”) distributed to (i) all of the holders of the Class A common stock sold in the Company’s IPO (“Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period (as defined below), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $ 50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares 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 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 shares of Class B common stock of the Company were cancelled, and 3,162,500 shares of Class A Common Stock were issued to such converting Class B stockholders. The 3,162,500 shares of Class A common stock issued pursuant to the conversion are subject to the same restrictions applicable to the Class B common stock before the conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for our IPO. Additionally, on the 2022 Special Meeting, stockholders holding 11,819,790 shares of the 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, $ 121,034,650 (approximately $ 10.24 per share) was removed from the Company’s Trust Account to pay such holders. In connection with the Second Extension, the Company deposited an aggregate of $ 300,000 (representing $ 50,000 for each additional month from January 29, 2023 to July 29, 2023) into the Trust Account, which amount will be included in the Redemption Price. 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 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 $ 2,914,230 (approximately $ 11.41 per share) was removed from the Company’s Trust Account to pay such holders. 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 (approximately $ 11.50 per share) was removed from the Company’s Trust Account to pay such holders. 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 million and the simultaneous listing on Nasdaq. Pursuant to that certain underwriting agreement, I-Bankers acted as the representative of the Underwriters of the IPO for 11,000,000 Units at $ 10.00 per Unit, plus an over-allotment option equal to 15 % of the number of Units offered, or 1,650,000 Units, which was exercised in full simultaneously upon the closing of the IPO. The Company paid I-Bankers underwriters’ commission of $ 2,530,000 , equal to 2.0 % of the gross proceeds raised in the IPO for such services upon the consummation of the IPO (exclusive of any applicable finders’ fees which might become payable). 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 warrant to purchase 632,500 Shares of Class A common stock, equal to 5.0 % of the Shares issued in the IPO (“Representative Warrants”). The exercise price of Representative Warrants is $ 12.00 per Share. In addition, I-Bankers was issued 101,200 shares of Class A common stock upon the consummation of IPO (“Representative Shares”). In addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, including any proceeds from the exercise of the underwriters’ over-allotment option. The fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. 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 in cash and (ii) 212,752 New TruGolf Class A Common Shares. 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 and $ 1,865,000 , respectively, including a promissory note of up to $ 500,000 , dated March 15, 2021, between the Company and the Sponsor (the “Sponsor Note”) in connection with a portion of the IPO expense. The Sponsor Note is unsecured with zero interest. These amounts will be repaid upon completion of an initial Business Combination. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the Sponsor Note. On October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $ 1,265,000 (collectively, the “Sponsor Affiliate Notes”) to two affiliates of the Company’s Sponsor (collectively, the “Sponsor Affiliates”), in connection with the First Extension. The Sponsor Affiliate Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. On October 19, 2022, an aggregate of $ 1,265,000 was deposited into the Trust Account, which amount will be included in the pro rata amount distributed to (i) holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination. On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate of the Company’s Sponsor, in connection with the Second Extension. This note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. Accordingly, an aggregate of $ 300,000 had been deposited into the Company’s Trust Account as of June 30, 2023. On September 30, 2023, the Company issued a promissory note in principal amount of $ 84,617 to a third party, in connection with the premium payment for the Company’s Directors and Officers insurance. This note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the note. 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 as of December 31, 2023. The Company has no operating income and incurs continuing operating expenses. There are no assurances the Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs and required debt service. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business, which could harm its financial condition and operating results. 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. | Note 1 - Organization and Description of Business Operations ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATION 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3 – Summary of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Registration Statement on Form S-1 and its amendments as filed with the SEC on February 14, 2024 and in Form 8-K/A as filed with the SEC on April 17, 2024. Basis of Presentation – Accounting for the Business Combination The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, DMAQ was treated as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ, accompanied by a recapitalization. The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada. TruGolf Nevada has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances: ● Legacy TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf, ● TruGolf Nevada comprising the ongoing operations of New TruGolf, ● TruGolf Nevada contributing a majority of the governing body members of New TruGolf, and ● TruGolf Nevada’s senior management comprising the senior management of New TruGolf. Basis of Presentation – Principles of consolidation The unaudited condensed 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. Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets and capitalized software costs. Actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 7,825,967 and $ 5,394,564 , respectively. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At March 31, 2024 and December 31, 2023, the uninsured balances amounted to $ 6,742,396 and $ 4,251,124 respectively. Marketable Investment Securities The Company’s marketable investment securities are comprised of investments in corporate fixed income securities and U.S. Treasury securities. The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of marketable securities are determined using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the statements of operations and comprehensive loss. The Company sold and liquidated its marketable securities during the three months ended March 31, 2024 resulting in a $ 0 balance as of that date. Accounts Receivable, net We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Codification Topic 326, Credit Losses (Topic 326)., the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 326. We believe the concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number of geographically diverse customers. We manage credit risk through credit approvals and other monitoring procedures. Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, there is a balance in the allowance for doubtful accounts of $ 1,395,688 and $ 1,227,135 as of March 31, 2024 and December 31, 2023, respectively Inventory, net All of our inventory consists of raw materials and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on an average or specific cost basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts. As of March 31, 2024 and December 31, 2023, the Company had $ 448,360 and $ 429,050 , respectively, reserved for obsolete inventory. Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Financial Accounting Standards Board (“FASB”) fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly, Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. Property and Equipment Our property and equipment are recorded at cost and depreciated using the straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 14,317 and $ 13,756 , respectively. Generally, we assign the following estimated useful lives to these categories: SCHEDULE OF ESTIMATED USEFUL LIFE Category Estimated Useful Life Software and computer equipment 3 to 10 years Furniture and fixtures 3 to 15 years Vehicles 5 years Equipment 5 to 10 years Capitalized software development costs We capitalize certain costs related to the development of our software used in our simulators. In accordance with authoritative guidance, including ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed 332,252 of costs related to the development of software applications. Amortization of capitalized software costs was $ 18,463 for the for the three months ended March 31, 2024. The balance of capitalized software was $ 313,889 net of accumulated amortization of $ 18,463 at March 31, 2024. The total balance of the capitalized software line item on the balance sheet is $ 363,889 , which includes a prior balance of $ 50,000 . The total of the Impairment of Long-lived Assets Our long-lived assets principally consist of property and equipment and right-of-use assets. We review, on a regular basis, our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the asset to its estimated fair value. The determination of future cash flows as well as the estimated fair value of long-lived and intangible assets involves significant estimates and judgment on the part of management. Our estimates and assumptions may prove to be inaccurate due to factors such as changes in economic conditions, changes in our business prospects or other changing circumstances. Based on our most recently completed reviews, there were no indications of impairment associated with our long-lived assets. Leases Our lease portfolio is substantially comprised of operating leases related to leases for our corporate headquarters and warehouse. We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. A ROU asset is subject to the same impairment guidance as assets categorized as property and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that changes the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted for as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. Revenue Recognition The Company recognizes revenue when the products and services are delivered. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable considerations. In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. We derive our revenue principally from product sales, rentals and subscription fees paid by the customer. We recognize subscription fees income and costs over the life of the agreement. Cost of Revenues Cost of revenue includes direct materials, labor, manufacturing overhead costs and reserves for estimated warranty cost (excluding depreciation). Cost of revenue also includes charges to write down the carrying value of the inventory when it exceeds its estimated net realizable value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand. As a result of the introduction of the new simulator products in late 2022 and the sunsetting of older hardware models, in 2023, management reviewed the inventory. During the three months ended March 31, 2024 and 2023, the Company recorded $ 171,502 in inventory write-down and $ 538,427 reduction to cost of revenue, respectively. Royalties We have royalty agreements with certain software suppliers to pay royalties based on the number of units and subscriptions sold. The royalty percentages range between 20 % and 30 %. Royalty expense for the three months ended March 31, 2024 and 2023 was $ 329,888 and $ 215,632 , respectively. Income Taxes The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate. Prior to the Merger, the Company elected to be taxed as an S-Corporation that passes through all income and deductions to its members. The Company did not have any deferred tax benefits or liabilities prior to January 31, 2024. The Company has no tax positions as of March 31, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties. Net Earnings (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net income (loss) per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The computation of basic and diluted income (loss) per share for the three months ended March 31, 2024 and December 31, 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price during the period. Potential dilutive shares as of March 31, 2024 were 436,364 warrants to purchase common stock – Series A and 480,000 warrants to purchase common stock – Series B. Recent Accounting Pronouncements Management has evaluated all recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that none of the pronouncements will have a material impact on our financial statements. We will continue to monitor the issuance of any new accounting pronouncements and assess their potential impact on the financial statements in future periods. Concentration of Credit and Supplier Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and trade accounts receivable. Credit risk can be negatively impacted by adverse changes in the economy or by disruptions in the credit markets. We maintain our cash deposits with established commercial banks. At times, balances may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe that we are exposed to any significant credit risk associated with our cash deposits. We believe that credit risk with respect to trade accounts receivable is somewhat mitigated by our large number of geographically diverse customers and our credit evaluation procedures. We record trade accounts receivables at sales value and establish specific reserves for certain customer accounts identified as known collection problems due to insolvency, disputes or other collection issues. The amounts of the specific reserves estimated by management are determined by a loss rate model based on delinquency. We maintain reserves for potential losses. There were no customers that accounted for more than 10.0 % of our revenues for the three months ended March 31, 2024 and 2023. We purchase a significant amount of parts we consume in manufacturing our simulators from nationally known original equipment manufacturers, many of whom we have had over a 10 to 15 year relationship. While we do not have long-term contracts, we do issue purchase orders based on quoted prices terms. During the three months ended March 31, 2024, we purchased approximately 50.4 % of our assembly parts from six manufacturers. We believe that while there are alternative suppliers, for the parts and equipment, we purchase in each of the principal product categories, termination of one or more of our relationships with any of our major suppliers of equipment could have a material adverse effect on our business. Warrants The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the comparable companies publicly traded on recognized stock exchanges. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of the grant. | |
Deep Medicine Acquisition Corp [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - Significant Accounting Policies SUMMARY OF 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. |
BUSINESS COMBINATION AND PURCHA
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION | Note 2. BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION 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. Accounting for the Business Combination The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, DMAQ was treated as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ, accompanied by a recapitalization. The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of TruGolf Nevada. TruGolf Nevada has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances: ● Legacy TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf, ● TruGolf Nevada comprising the ongoing operations of New TruGolf, ● TruGolf Nevada contributing a majority of the governing body members of New TruGolf, and ● TruGolf Nevada’s senior management comprising the senior management of New TruGolf. Exchange of TruGolf Nevada Shares for Shares of New TruGolf Based on 13,098 TruGolf Nevada ordinary shares outstanding immediately prior to the closing of the Business Combination, the Exchange Ratio determined in accordance with the terms of the Merger Agreement is approximately 570.10 . New TruGolf issued 7,467,134 shares of New TruGolf common stock to legacy TruGolf Nevada shareholders in the Business Combination, determined as follows: SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 per share 13,098 Exchange Ratio 570.10 Estimated shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 The shares issued to legacy TruGolf Nevada shareholders consists of 5,750,274 shares of New TruGolf Class A common stock and 1,716,860 shares of New TruGolf Class B common stock. The purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values. The fair values of the current assets acquired and current liabilities assumed in the Merger were determined to approximate carrying value due to their short-term nature. The following summarizes the allocation of the purchase price to net assets acquired in the Merger: SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS Cash and cash equivalents $ 103,818 Net proceeds from investment fund (PIPE) 2,237,213 Accounts payable and accrued expenses (310,724 ) Loans payable (1,565,000 ) Net assets $ 465,307 PIPE Convertible Notes payable assumed in Merger $ 4,800,000 Less: Original Issue Discount of 10 % (480,000 ) PIPE Convertible Notes payable, net 4,320,000 Payment of closing costs and other expenses (2,082,787 ) Net proceeds from PIPE Convertible Notes payable assume in Merger $ 2,237,213 On November 2, 2023 and December 7, 2023, Deep Medicine Acquisition Corp. (“DMAQ”) executed loan agreements with certain accredited investors (together, the “Prior Loan Agreements”) pursuant to which such investors agreed to loan DMAQ up to an aggregate $ 11,000,000 in exchange for the issuance of convertible notes and warrants. On February 2, 2024, TruGolf Holdings, Inc. (“TruGolf Holdings”) executed a securities purchase agreement (the “Purchase Agreement”) with each of the investors that executed the Prior Loan Agreements, which replaced, in their entirety, the Prior Loan Agreements, and with additional investors (together, the “PIPE Investors”). Pursuant to the terms and conditions of the Purchase Agreement, the PIPE Investors agreed to purchase from the TruGolf Holdings (i) senior convertible notes in the aggregate principal amount of up to $ 15,500,000 (the “PIPE Convertible Notes”), (ii) Series A warrants to initially purchase 1,409,091 shares of the Company’s Class A common stock (the “Series A Warrants”); and (iii) Series B warrants to initially purchase 1,550,000 shares of the TruGolf Holdings’ Class A common stock (the “Series B Warrants,” and collectively with the Series A Warrants, the “PIPE Warrants”) (the “PIPE Financing”). The Purchase Agreement contemplates funding of the investment (the “Investment”) across multiple tranches. At the first closing (the “Initial Closing”) an aggregate principal amount of $ 4,650,000 of PIPE Convertible Notes will be issued upon the satisfaction of certain customary closing conditions in exchange for aggregate gross proceeds of $ 4,185,000 , representing an original issue discount of 10 %. On such date (the “Initial Closing Date”), TruGolf Holdings will also issue the PIPE Investors the Series A Warrants and the Series B Warrants. As of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 and an original issue discount of $ 480,000 resulting in the net balance of $ 4,320,000 . The Company recorded interest expense on the PIPE Convertible Notes of $ 9,468 , and interest expense relating to the OID of $ 947 . As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended March 31, 2024. The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company. Subject to satisfying the conditions discussed below, TruGolf Holdings, Inc. has the right under the Purchase Agreement, but not the obligation, to require that the PIPE Investors purchase additional Notes at up to two additional closings. Upon notice at any time after the 2nd trading day following the Initial Closing Date, TruGolf Holdings may require that the PIPE Investors purchase an additional aggregate principal amount of $ 4,650,000 of PIPE Convertible Notes, in exchange for aggregate gross proceeds of $ 4,185,000 , if (i) the Registration Statement (as described below) has been filed; and (ii) certain customary closing conditions are satisfied (the “First Mandatory Additional Closing”). Upon notice at any time after the 2nd trading day following the date that the First Mandatory Additional Closing is consummated, TruGolf Holdings may require that the PIPE Investors purchase an additional aggregate principal amount of $ 6,200,000 of PIPE Convertible Notes, in exchange for aggregate gross proceeds of $ 5,580,000 , if (i) the shareholder approval is obtained (as described below); (ii) the Registration Statement has been declared effective by the SEC; and (iii) certain customary closing conditions are satisfied (the “Second Mandatory Additional Closing”). In addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon notice, TruGolf Holdings sell to such PIPE Investor at one or more additional closings such PIPE Investor’s pro rata share of up to a maximum aggregate principal amount of $ 10,850,000 in additional PIPE Convertible Notes (each such additional closing, an “Additional Optional Closing”); provided that, the principal amount of the additional PIPE Convertible Notes issued at each Additional Optional Closing must equal at least $ 250,000 . If a PIPE Investor has not elected to effect an Additional Optional Closing on or prior to August 2, 2024, such PIPE Investor shall have no further right to effect an Additional Optional Closing under the Purchase Agreement. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | Note 4. ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for doubtful accounts consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2024 2023 Trade accounts receivable $ 3,316,779 $ 3,458,625 Other 9,360 167,382 Accounts receivable 3,326,138 3,626,007 Less allowance for doubtful accounts (1,395,688 ) (1,227,135 ) Total accounts receivable, net $ 1,930,450 $ 2,398,872 Accounts receivable are primarily made up of trade receivables due from customers in the ordinary course of business. Four customers accounted for more than 50.2 % and 51.5 % of the balance of accounts receivable as of March 31, 2024 and December 31, 2023, respectively. |
INVENTORY, NET
INVENTORY, NET | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | Note 5. INVENTORY, NET The following summarizes inventory as of March 31, 2024 and December 31, 2023: SCHEDULE OF INVENTORY 2024 2023 Inventory – raw materials $ 2,784,013 $ 2,548,134 Less reserve allowance for obsolescence (448,360 ) (429,050 ) Inventory, net $ 2,335,653 $ 2,119,084 |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
SHORT-TERM INVESTMENTS | Note 6. SHORT-TERM INVESTMENTS In February 2023, we entered into a brokerage agreement and deposited $ 2,500,000 . In February 2023, we purchased $ 450,751 in corporate fixed income securities (corporate bonds) and $ 1,981,061 in government securities (Treasury securities). The Company terminated the brokerage agreement during the three months ended March 31, 2024, liquidated all its investments and has no amount on its balance sheet. As of December 31, 2023, the marketable securities consisted of the following: SCHEDULE OF MARKETABLE SECURITIES Corporate fixed income securities, weighted average yield and maturity of 5.39 % and 2.38 years, respectively 459,531 Government securities, weighted average yield and maturity of 4.91 % and 3.25 years, respectively 2,051,805 Total short-term investments $ 2,511,336 We classify our short-term investments as available-for-sale securities as we may sell these securities at any time for use in operations or for other purposes. We record such securities at fair value in our balance sheet, with unrealized gains or losses reported as a component of accumulated comprehensive loss. The amount of unrealized gains or losses reclassified into earnings is based on specific identification when the securities are sold. We periodically evaluate if any security has experienced credit-related declines in fair value, which are recorded against an allowance for credit losses with an offsetting entry to interest and other expense, net on the statement of operations. As of March 31, 2024, the Company had no short-term investments. In March 2024, we traded out of our short-term investments and paid off the margin line of credit account. |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER LONG-TERM ASSETS | Note 7. OTHER LONG-TERM ASSETS The following summarizes other long-term assets as of March 31, 2024 and December 31, 2023: (there were long-term assets as of December 31, 2022): SCHEDULE OF OTHER LONG TERM ASSETS 2024 2023 Security deposit – Ethos Management loan $ 1,875,000 $ 1,875,000 Security deposits – leased facilities 30,983 30,983 Other long-term assets Total other long-term assets $ 1,905,983 $ 1,905,983 As a condition of funding on the Ethos Management loan, we placed a $ 1,875,000 security deposit as collateral for the note. The deferred loan fees are being amortized over the term of the Ethos Management loan. Deposits related to the facility leases are generally the last month’s payments. The Ethos Asset Management Loan Agreement (“Loan Agreement”) stipulates that fundings should happen approximately every 30 banking days, subject to Ethos completing periodic internal audits to ensure the Company was in compliance with the terms of loan agreement. Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested. Due to the lack of additional fundings and in accordance with the terms of the Loan Agreement, in February 2024, we sent Ethos a notice of termination for materially breaching the Loan Agreement. Based on the termination for default clause in the Loan Agreement, we are entitled to retain all the funds disbursed by Ethos and Ethos must release the deposit collateral, which offsets in part the loan payable of $ 2,383,059 (Note 10.) and accrued interest of $ 81,560 as of March 31, 2024. In February 2024, we entered into an agreement with Franchise Well, LLC, a franchising consultancy firm, to accelerate our global expansion through a regional developer franchise model. This relationship is pivotal for TruGolf as the power of franchising will amplify our global presence and cater to the growing demand for off-course golf experiences In March 2024, we entered into a definitive agreement with mlSpatial, a leading AI and machine learning engineering company, to license the AI engine they co-developed to increase 9-axis spin accuracy for TruGolf’s acclaimed new APOGEE launch monitor. The agreement gives TruGolf the first right of refusal to purchase 100% of mlSpatial assets. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 8. PROPERTY AND EQUIPMENT, NET The following summarizes property and equipment as of March 31, 2024 and December 31, 2023: SCHEDULE OF PROPERTY AND EQUIPMENT 2024 2023 Software and computer equipment $ 759,031 $ 809,031 Furniture and fixtures 230,883 230,883 Vehicles 59,545 59,545 Equipment 15,873 15,873 Property and equipment, gross 1,065,332 1,115,332 Less accumulated depreciation (898,666 ) (881,024 ) Property and equipment, net $ 166,666 $ 234,308 Depreciation expense for the three months ended March 31, 2024 and 2023, was $ 14,317 and $ 10,340 , respectively. The following summarizes capitalized software development costs as of March 31, 2024: SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS Capitalized software development costs $ 382,342 Less accumulated amortization (18,463 ) Capitalized software development costs, net $ 363,879 |
CUSTOMER DEPOSITS
CUSTOMER DEPOSITS | 3 Months Ended |
Mar. 31, 2024 | |
CUSTOMER DEPOSITS | Note. 9. CUSTOMER DEPOSITS Customer deposits are advance payments from customers prior to manufacturing and shipping a simulator. The prepayment amounts and timing vary depending on the product to be manufactured and delivery location. Customer deposits are included in current liabilities until the balance is applied to an order at the time of invoicing. As of March 31, 2024 and December 31, 2023, and 2022, customer deposits were $ 1,794,748 and $ 1,704,224 , respectively. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Note 10. NOTES PAYABLE Notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF NOTES PAYABLE 2024 2023 Note payable – Ethos Management INC $ 2,383,059 $ 2,499,999 Note payable – Mercedes-Benz 26,854 29,149 Notes Payable 2,409,913 2,529,148 Less deferred loan fees – Ethos Management Inc. - (116,940 ) Less current portion (9,568 ) (9,425 ) Long-term portion $ 2,400,345 $ 2,402,783 Note Payable – Ethos Management INC In January 2023, we entered into a financing agreement with Ethos Asset Management INC (the “Ethos Asset Management Loan” or “Ethos”) in the principal amount of up to $ 10 million. Pursuant to the terms of the Ethos Asset Management Loan, we may draw down financing proceeds equal to $ 833,333 each month beginning in April 2023, up to the $ 10 million amount. Interest associated with the Ethos Asset Management Loan is fixed at 4 % per annum and has a three-year grace period for principal and interest payments. Annual principal and interest payments will commence in 2027 and continue through 2034. As a condition to funding, we provided Ethos Management with a $ 1,875,000 deposit as collateral for the note. Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested. The Ethos Asset Management Loan Agreement (“Loan Agreement”) stipulates that fundings should happen approximately every 30 banking days, subject to Ethos completing periodic internal audits to ensure the Company was in compliance with the terms of loan agreement. Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested. Due to the lack of additional fundings and in accordance with the terms of the Loan Agreement, in February 2024, we sent Ethos a notice of termination for materially breaching the Loan Agreement. Based on the termination for default clause in the Loan Agreement, we are entitled to retain all the funds disbursed by Ethos and Ethos must release the deposit collateral, which is offset in part by the security collateral of $ 1,875,000 (Note 7.). Note Payable – Mercedes-Benz In November 2020, we entered into a $ 59,545 , 5.90 % annual interest rate note payable with Mercedes-Benz for a delivery van. The note matures on November 20, 2026, and is secured by the van. We make a monthly payment of $ 908 . Note Payable – JP Morgan Chase In June 2021, we entered into a $ 500,000 , 3.00 % annual interest rate note payable with JPMorgan Chase Bank, N.A. (“JP Morgan”). The note matures on June 8, 2026. We make a monthly principal and interest payment in the amount of $ 8,994 . There is no prepayment penalty if the loan is paid prior to the maturity date. In December 2023, we entered into a one-year line of credit facility with JP Morgan. See Note 11 – Lines of Credit 257,113 was transferred to the new line of credit. Notes Payable – assumed in Merger The Company assumed notes payable from the Merger in the amount of $ 1,565,000 , which is comprised of: (i) an unsecured promissory note in the principal amount of $ 1,265,000 issued to two affiliates of the Sponsor on October 15, 2022 in connection with the First Extension, from October 29, 2022 to January 29, 2023; and (iii) an unsecured promissory note in the principal amount of $ 300,000 issued to an affiliate of the Sponsor on February 9, 2023 in connection with the Second Extension, from January 29, 2023 to July 29, 2023, pursuant to which a monthly payment of $ 50,000 had been deposited into the Trust Account after January 29, 2023 for six months. Pursuant to the fully executed Promissory Notes, each of the Promissory Notes bears no interest and is due and payable upon the earlier of the consummation of DMA’s initial business combination or the date of the liquidation of DMA. As of March 31,2024, the balance of the notes payable assumed in the Merger was $ 1,565,500 . |
PIPE LOANS
PIPE LOANS | 3 Months Ended |
Mar. 31, 2024 | |
Pipe Loans | |
PIPE LOANS | Note 11. PIPE Loans PIPE LOANS On February 2, 2024, the Company executed a securities purchase agreement (the “Purchase Agreement”) with each of the investors that executed the Prior Loan Agreements, which replaced, in their entirety, the Prior Loan Agreements, and with additional investors (together, the “PIPE Investors”). Pursuant to the terms and conditions of the Purchase Agreement, the PIPE Investors agreed to purchase from the Company (i) senior convertible notes in the aggregate principal amount of up to $ 15,500,000 (the “PIPE Convertible Notes”), (ii) Series A warrants to initially purchase 1,409,091 shares of the Company’s Class A common stock (the “Series A Warrants”); and (iii) Series B warrants to initially purchase 1,550,000 shares of the Company’s Class A common stock (the “Series B Warrants,” and collectively with the Series A Warrants, the “PIPE Warrants”) (the “PIPE Financing”). The Purchase Agreement contemplates funding of the investment (the “Investment”) across multiple tranches. At the first closing (the “Initial Closing”) an aggregate principal amount of $ 4,650,000 of PIPE Convertible Notes will be issued upon the satisfaction of certain customary closing conditions in exchange for aggregate gross proceeds of $ 4,185,000 , representing an original issue discount of 10 %. On such date (the “Initial Closing Date”), the Company will also issue the PIPE Investors the Series A Warrants and the Series B Warrants. As of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 and an original issue discount of $ 480,000 resulting in the net balance of $ 4,320,000 . The Company recorded interest expense on the PIPE Convertible Notes of $ 9,468 , and interest expense relating to the OID of $ 947 . As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended March 31, 2024. The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company. Subject to satisfying the conditions discussed below, the Company has the right under the Purchase Agreement, but not the obligation, to require that PIPE Investors purchase additional Notes at up to two additional closings. Upon notice at any time after the 2nd trading day following the Initial Closing Date, the Company may require that the PIPE Investors purchase an additional aggregate principal amount of $ 4,650,000 of PIPE Convertible Notes, in exchange for aggregate gross proceeds of $ 4,185,000 , if (i) the Registration Statement (as described below) has been filed; and (ii) certain customary closing conditions are satisfied (the “First Mandatory Additional Closing”). Upon notice at any time after the 2nd trading day following the date that the First Mandatory Additional Closing is consummated, the Company may require that the PIPE Investors purchase an additional aggregate principal amount of $ 6,200,000 of PIPE Convertible Notes, in exchange for aggregate gross proceeds of $ 5,580,000 , if (i) the shareholder approval is obtained (as described below); (ii) the Registration Statement has been declared effective by the SEC; and (iii) certain customary closing conditions are satisfied (the “Second Mandatory Additional Closing”). As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended March 31, 2024. The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company. In addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon notice, the Company sell to such PIPE Investor at one or more additional closings such PIPE Investor’s pro rata share of up to a maximum aggregate principal amount of $ 10,850,000 in additional PIPE Convertible Notes (each such additional closing, an “Additional Optional Closing”); provided that, the principal amount of the additional PIPE Convertible Notes issued at each Additional Optional Closing must equal at least $ 250,000 . If a PIPE Investor has not elected to effect an Additional Optional Closing on or prior to August 2, 2024, such PIPE Investor shall have no further right to effect an Additional Optional Closing under the Purchase Agreement. |
RELATED PARTY NOTES PAYABLE
RELATED PARTY NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
RELATED PARTY NOTES PAYABLE | Note 12. RELATED PARTY NOTES PAYABLE Related party notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF RELATED PARTY NOTES PAYABLE 2024 2023 Notes payable - ARJ Trust $ 650,000 $ 650,000 Note payable - McKettrick 1,050,000 1,300,000 Note payable – Carver 129,500 148,000 Notes payable 1,829,500 2,098,000 Less current portion (937,000 ) (1,237,000 ) Long-term portion $ 892,500 $ 861,000 Future maturities of related party notes payable are as follows as of March 31, 2024: SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE 2024 (nine months) $ 968,500 2025 287,000 2026 287,000 2027 287,000 Total $ 1,829,500 Note Payable – ARJ Trust In December 2008, we entered into a $ 500,000 , 8.50 % annual interest rate note payable with a trust (“ARJ Trust”) indirectly controlled by the chief executive officer. We make monthly interest-only payments of $ 3,541 . As of March 31, 2024 and December 31, 2023, the principal balance was $ 500,000 . In June 2010, we entered into a second $ 150,000 , 8.50 % annual interest rate note payable with the ARJ Trust. We make monthly interest-only payments of $ 1,063 . As of March 31, 2024 and December 31, 2023, the principal balance outstanding was $ 150,000 . As of March 31, 2024 and December 31, 2023, the principal balance outstanding was $ 650,000 and accrued interest was $ 2,911 . The note was to mature on March 31, 2024 and was extended to March 31, 2025 . The trustee of the ARJ Trust is a related party to the Company’s chief executive officer. Note Payable – McKettrick In May 2019, we entered into a $ 1,750,000 , zero interest rate note payable with a former shareholder to repurchase all shares in the Company. The note is payable in annual installments of $ 250,000 due on December 21 of each year. The note matures on December 1, 2027 . There is a late fee of 5%, if not paid within 10 days of the due date . During the three months ended March 31, 2024, the Company paid the December 2023 installment of $ 250,000 and $ 50,000 in negotiated extension fee. Note Payable – Carver In January 2021, we entered into a $ 222,000 , zero interest rate note payable with a former shareholder to repurchase all shares in the Company. The note is payable in semi- annual installments of $ 18,500 due on March 31 and September 30 each year and matures on October 1, 2027 . The Company paid $ 18,500 on the note on March 31, 2024. |
LINES OF CREDIT
LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2024 | |
Lines Of Credit | |
LINES OF CREDIT | Note 13. LINES OF CREDIT In December 2023, we entered into a $ 2,000,000 variable rate line of credit with JP Morgan Chase Bank, N.A. The purpose of the new line of credit was to consolidate the balances outstanding on the note payable and the previous line of credit, which had matured. The line of credit matures on December 31, 2024. The line of credit has an annual interest rate computed at the Adjusted SOFR (Secured Overnight Financing Rate) Rate and at a rate of 3.00 % above the SOFR Rate. The Adjusted SOFR rate means the sum of the Applicable margin ( 3.50 % per annum) plus the SOFR rate applicable to the interest period plus the Unsecured to Secured Rate Adjustment. The line of credit was secured by a pledge of $ 2,100,000 in the Company’s deposit accounts (restricted cash) at JP Morgan Chase. As of March 31, 2024 and December 31, 2023, the balance outstanding on the line of credit was $ 802,738 . During February 2023, the Company entered into a variable rate line of credit with Morgan Stanley which is secured by the marketable securities held in our brokerage account. As of March 31, 2024 and December 31, 2023, the balance outstanding was $ 0 and $ 1,980,937 , at a rate of 7.21 % as the Company paid off the line of credit during the three months ended March 31, 2024. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Note 14. CONVERTIBLE NOTES PAYABLE In May 2022, we entered into two separate but identical $ 300,000 (total $ 600,000 ), 10.00 % annual interest rate convertible notes payable (“Convertible Notes”) with two individual consultants (“Note Holder”) to assist with services including an initial public offering preparation and listing to NASDAQ or other national exchange, assist the Company and its counsel in preparing a code of conduct and employment agreements, franchise development, and valuation increase through growth among other services. The original terms of each note include a 15 % original issue discount (“OID”), 292 warrants, no prepayment penalty and a maturity of February 25, 2023 . The warrants are exercisable at $ 4,800 per share for five years and a cashless option and a mandatory exercise over $ 9,600 with no prepayment penalty. The warrants are non-exercisable for one year from issuance. The valuation assumptions used in the Black-Sholes model to determine the fair value of each warrant awarded in 2022: expected stock price volatility ranged from 40.06 % to 80.17 %; expected term in years 5.00 with a discount for the one-year lockout period; and risk-free interest rate 2.95 %. The Note Holder has the right, at any time on or after the issuance date and prior to the maturity date, to convert all or any portion of the then outstanding and unpaid principal plus any accrued interest thereon into shares of the Company’s common stock. The per share conversion price will be convertible into shares of common stock equal to 70 % multiplied by the lower of (i) the volume weighted average of the closing sales price of the common stock on the date that the Company’s listing on the NASDAQ Global Market or other national exchange (“Uplisting”) is successfully consummated or (ii) the lowest closing price for the five trading days following the date of Uplisting, not including the Uplisting day. In the event the Company (i) makes a public announcement that it intends to be acquired by, consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Company; or (ii) any person, group or entity (including the Company) publicly announces a tender offer to purchase 50 % or more of the common stock, then the conversion price will be equal to the lower of the conversion price and a 25% discount to the announced acquisition provided, that, the conversion will never be less than a price that is the lower of (iii) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of these notes; or (iv) the average closing price of the Company’s common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of these notes. In 2022 and at the time off issuance, the Company elected to follow the relative fair value method to allocate the proceeds to the warrants, OID, and convertible notes (collectively the “Financial Instruments”). Total estimated fair value of the Financial Instruments was $ 1,387,060 . The pro-rata allocation of the $ 450,000 total proceeds was $ 282,109 to the warrants, $ 21,899 to the OID and $ 145,992 to the convertible notes. The fair value of the warrants exceeded the pro-rata allocation of proceeds to the warrants and the convertible notes by $ 445,032 , which the Company recorded as interest expense at the time of issuance. Based on an estimated 70% discounted conversion price, the Company recorded $ 192,857 in interest expense and a corresponding increase in the notes payable. The Company has elected to account for the convertible notes at fair market value. The fair market value will be adjusted at each reporting period. The total outstanding balance for each convertible note as of December 31, 2022, was $ 225,000 (total $ 450,000 ) and accrued interest was $ 16,480 . In March 2023, we extended each note’s maturity to July 31, 2023 and increased each note’s borrowing limit to $ 375,000 . In July 2023, the Company and Convertible Note Holders entered into Warrant Cancellation Agreements, whereby the warrants will be cancelled when the Merger (business combination) with Deep Medicine Acquisition Corp. is completed. Also in July 2023, the convertible notes were modified whereby the maturity date was extended by up to an additional eight months (February 29, 2024), to be in two extensions of four months each. Five days prior to the extension deadline the Company will issue 9,000 shares (total 18,000 shares if the Company elects the two extensions) of the Company’s stock. The Company did elect the extension. The Company has not issued the shares as of the date of this filing. During the three months ended March 31, 2024 and 2023, we recorded $ 0 in gross OID based on the borrowings on the Convertible Notes. During the three months ended March 31, 2024 and 2023, we recorded OID amortization of $ 0 and $ 0 , respectively, in interest expense. There was zero OID remaining as of March 31, 2024 and December 31, 2023. |
DIVIDEND NOTES PAYABLE
DIVIDEND NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Dividend Notes Payable | |
DIVIDEND NOTES PAYABLE | Note 15. DIVIDEND NOTES PAYABLE Prior to the merger, we filed our tax returns as an S Corporation. Historically, all income tax liabilities and benefits of the Company are passed through to the shareholders annually through distributions. No dividends were declared during 2023 or 2022. During 2021, the Board of Directors declared $ 7,395,694 in dividends to the shareholders, payable in cash as the Company’s liquidity allows. During 2022, the Company paid the shareholders $ 1,965,706 . In November 2022, each shareholder agreed to defer the accrued dividends payable by entering into 6.00 % interest rate dividend notes payable. All outstanding and accrued interest is due and payable when the dividend notes payable mature on December 31, 2025. Interest commenced accruing on January 1, 2023. Dividends declared, distributed, and accrued are as follow as of March 31, 2024 and December 31, 32023: SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED 2024 2023 Distributions payments for tax liabilities $ - $ - Accrued interest on dividends payable 274,242 274,242 Dividends payable $ 4,023,923 $ 4,023,923 |
GROSS SALES ROYALTY PAYABLE
GROSS SALES ROYALTY PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Gross Sales Royalty Payable | |
GROSS SALES ROYALTY PAYABLE | Note 16. GROSS SALES ROYALTY PAYABLE In June 2015, we entered into a Royalty Purchase Agreement (the “Agreement”) with a purchaser (“Purchaser”) for a gross sales royalty. The Purchaser agreed to purchase a sales royalty for the sum of $ 1,000,000 plus applicable taxes. Upon mutual agreement the Purchaser may purchase one or more additional royalties in an aggregate amount of up to $ 1,000,000 . For the period June 2015 through May 2017, the Company paid a monthly payment of $ 20,833 . Effective June 1, 2017 and all subsequent months, the monthly royalty payment has been equal to the greater of $ 20,833 plus the amount determined in accordance with the following and of June 1, 2017: i. If the trailing twelve-month revenue of the Company is equal to or less than $ 6,110,000 , 3.60 % of our monthly revenues, in perpetuity (unless terminated in accordance with the Purchase Agreement); ii. If trailing twelve-month revenue of the Company is equal to or greater than $ 17,200,000 , 1.30 % of our monthly revenues, in perpetuity (unless terminated in accordance with the Purchase Agreement); or iii. If trailing twelve-month revenue of the Company is greater than $ 6,110,000 but less than $ 17,200,000 , such percentage of monthly revenue determined by dividing $ 220,060 by the amount of trailing twelve-month revenue and multiplying the result by 100, in perpetuity (unless terminated in accordance with the Purchase Agreement). The royalty percentage was fixed at 3.6 % based on the trailing twelve-month revenue at the time of executing the Agreement (June 15, 2015). On June 1, 2017, the royalty percentage was changed to 2.4 % based on the trailing 12-month revenues at that time as outlined in the table above. The Agreement contains an option for a one-time buy down of the royalty rate. At any time following the date on which the Purchaser has received royalty payments that are, in the aggregate, equal to two times the then applicable Aggregate Installment Amount ($ 1,000,000 ), we may purchase and extinguish 75 % (but no more nor less) of all amounts owing or to become owing to the Purchaser hereunder. In the event we want to exercise the buy down option, we would pay the Purchaser $ 750,000 ( 75 % of the $ 1,000,000 outstanding amount). The adjusted royalty rate going forward would then be 0.6 % ( 75 % of the 2.4 %). The Agreement also contains an option for a buyout upon the change of control. If pursuant to a proposed change of control the acquirer under such transaction requires, as a condition to the completion of such transaction, that the Company purchase and extinguish all amounts owing or to become owing to the Purchaser hereunder, the Company will pay the greater of: i. An amount equal to two times the aggregate installment amount as at the date of the change of control buyout notice; and ii. An amount equal to A multiplied by B multiplied by C, where: a. A is equal to the aggregate installment amount as at the date of the change of control divided by $ 22,500,000 ; b. B is equal to 0.8; and c. C is equal to the net equity value of the Company; or in the case of a proposed asset sale, the proposed net purchase price of all or substantially all of the Company’s assets. In the event the Company were required to buyout the Agreement as a condition of closing the proposed DMAC acquisition (which currently is not a condition), the Company would pay Purchaser $ 2,844,444 . The Agreement has neither a stated maturity nor an interest rate. While the royalty percentage can be reduced via a buydown, as previously explained, the only avenue for terminating the Agreement is a buyout required by an acquirer in a change of control transaction. Absent the change of control, the Agreement will survive in perpetuity at a royalty rate of 2.4 % or 0.6 % depending on whether or not the royalty rate buydown option has been exercised. Because the gross sales royalty payable has no stated fixed interest nor maturity, it is considered variable interest perpetual debt. The periodic variable payments to the Purchaser are recorded in interest expense. As of March 31, 2024 and December 31, 2023, the amount outstanding was $ 1,000,000 . During the three months ended March 31, 2024 and 2023, we paid $ 96,509 and $ 0 , respectively, in interest expense to the Purchaser. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | Note 17. ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES 2024 2023 Accrued payroll $ 9,124 $ 326,515 Credit cards 270,805 240,989 Warranty reserve 140,000 140,000 Sales tax payable 34,921 43,891 Other 349,556 374,100 Accrued and other current liabilities $ 804,405 $ 1,125,495 Accrued liabilities and other current liabilities assumed in Merger SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER Accrued tax payable $ 45,008 $ - Other current liabilities assumed in Merger 250,000 - Accrued liabilities and other current liabilities assumed in Merger $ 295,008 $ - |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 19. INCOME TAXES We have adopted the provisions of ASC 740-10-25, which provide recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain as of March 31, 2024. Prior to the merger, the Company was an S Corporation for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the stockholders. As such, no recognition of federal or state income taxes for the Company has been provided for prior to January 31, 2024, the date of the consummation of the Merger. The Company incurred a net loss for the three months ended March 31, 2024 of $ 1,301,864 , which is available to reduce future taxable income, for federal and state income taxes, respectively. The NOL can be carried forward indefinitely and can be used to offset 80% of future taxable income. At the current federal tax rate of 21 % and including book to tax differences result in the current tax benefit NOL of approximately $ 267,000 at March 31, 2024. The Company has no income tax effect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets. During the three months ended March 31, 2024, the Company increased the valuation allowance from $ 0 to $ 267,000 . |
RELATED PARTY
RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | Note 21. RELATED PARTY As described in Note 14 – Dividend Notes Payable SCHEDULE OF DIVIDEND NOTES PAYABLE 2024 2023 Chief executive officer, Director and Shareholder $ 1,639,240 $ 1,639,240 Chief hardware officer, Director and Shareholder 786,976 786,976 Executive vice president, Director and Shareholder 817,457 817,457 Interim chief financial officer, Director and Shareholder 198,519 198,519 The Company’s chief executive officer is related to certain lenders of the Company as discussed in Note 12 – Related Party Notes Payable |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Mar. 31, 2023 | |
Use of Estimates | Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets and capitalized software costs. Actual results may differ from these estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 7,825,967 and $ 5,394,564 , respectively. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At March 31, 2024 and December 31, 2023, the uninsured balances amounted to $ 6,742,396 and $ 4,251,124 respectively. | |
Marketable Investment Securities | Marketable Investment Securities The Company’s marketable investment securities are comprised of investments in corporate fixed income securities and U.S. Treasury securities. The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of marketable securities are determined using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the statements of operations and comprehensive loss. The Company sold and liquidated its marketable securities during the three months ended March 31, 2024 resulting in a $ 0 balance as of that date. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Financial Accounting Standards Board (“FASB”) fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly, Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. | |
Income Taxes | Income Taxes The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate. Prior to the Merger, the Company elected to be taxed as an S-Corporation that passes through all income and deductions to its members. The Company did not have any deferred tax benefits or liabilities prior to January 31, 2024. The Company has no tax positions as of March 31, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties. | |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net income (loss) per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The computation of basic and diluted income (loss) per share for the three months ended March 31, 2024 and December 31, 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price during the period. Potential dilutive shares as of March 31, 2024 were 436,364 warrants to purchase common stock – Series A and 480,000 warrants to purchase common stock – Series B. | |
Concentration of Credit and Supplier Risk | Concentration of Credit and Supplier Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and trade accounts receivable. Credit risk can be negatively impacted by adverse changes in the economy or by disruptions in the credit markets. We maintain our cash deposits with established commercial banks. At times, balances may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe that we are exposed to any significant credit risk associated with our cash deposits. We believe that credit risk with respect to trade accounts receivable is somewhat mitigated by our large number of geographically diverse customers and our credit evaluation procedures. We record trade accounts receivables at sales value and establish specific reserves for certain customer accounts identified as known collection problems due to insolvency, disputes or other collection issues. The amounts of the specific reserves estimated by management are determined by a loss rate model based on delinquency. We maintain reserves for potential losses. There were no customers that accounted for more than 10.0 % of our revenues for the three months ended March 31, 2024 and 2023. We purchase a significant amount of parts we consume in manufacturing our simulators from nationally known original equipment manufacturers, many of whom we have had over a 10 to 15 year relationship. While we do not have long-term contracts, we do issue purchase orders based on quoted prices terms. During the three months ended March 31, 2024, we purchased approximately 50.4 % of our assembly parts from six manufacturers. We believe that while there are alternative suppliers, for the parts and equipment, we purchase in each of the principal product categories, termination of one or more of our relationships with any of our major suppliers of equipment could have a material adverse effect on our business. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has evaluated all recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that none of the pronouncements will have a material impact on our financial statements. We will continue to monitor the issuance of any new accounting pronouncements and assess their potential impact on the financial statements in future periods. | |
Basis of Presentation - Unaudited Interim Financial Information | Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Registration Statement on Form S-1 and its amendments as filed with the SEC on February 14, 2024 and in Form 8-K/A as filed with the SEC on April 17, 2024. | |
Basis of Presentation – Accounting for the Business Combination | Basis of Presentation – Accounting for the Business Combination The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, DMAQ was treated as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ, accompanied by a recapitalization. The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada. TruGolf Nevada has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances: ● Legacy TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf, ● TruGolf Nevada comprising the ongoing operations of New TruGolf, ● TruGolf Nevada contributing a majority of the governing body members of New TruGolf, and ● TruGolf Nevada’s senior management comprising the senior management of New TruGolf. | |
Basis of Presentation – Principles of consolidation | Basis of Presentation – Principles of consolidation The unaudited condensed 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. | |
Accounts Receivable, net | Accounts Receivable, net We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Codification Topic 326, Credit Losses (Topic 326)., the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 326. We believe the concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number of geographically diverse customers. We manage credit risk through credit approvals and other monitoring procedures. Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, there is a balance in the allowance for doubtful accounts of $ 1,395,688 and $ 1,227,135 as of March 31, 2024 and December 31, 2023, respectively | |
Inventory, net | Inventory, net All of our inventory consists of raw materials and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on an average or specific cost basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts. As of March 31, 2024 and December 31, 2023, the Company had $ 448,360 and $ 429,050 , respectively, reserved for obsolete inventory. | |
Property and Equipment | Property and Equipment Our property and equipment are recorded at cost and depreciated using the straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 14,317 and $ 13,756 , respectively. Generally, we assign the following estimated useful lives to these categories: SCHEDULE OF ESTIMATED USEFUL LIFE Category Estimated Useful Life Software and computer equipment 3 to 10 years Furniture and fixtures 3 to 15 years Vehicles 5 years Equipment 5 to 10 years | |
Capitalized software development costs | Capitalized software development costs We capitalize certain costs related to the development of our software used in our simulators. In accordance with authoritative guidance, including ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed 332,252 of costs related to the development of software applications. Amortization of capitalized software costs was $ 18,463 for the for the three months ended March 31, 2024. The balance of capitalized software was $ 313,889 net of accumulated amortization of $ 18,463 at March 31, 2024. The total balance of the capitalized software line item on the balance sheet is $ 363,889 , which includes a prior balance of $ 50,000 . The total of the | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Our long-lived assets principally consist of property and equipment and right-of-use assets. We review, on a regular basis, our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the asset to its estimated fair value. The determination of future cash flows as well as the estimated fair value of long-lived and intangible assets involves significant estimates and judgment on the part of management. Our estimates and assumptions may prove to be inaccurate due to factors such as changes in economic conditions, changes in our business prospects or other changing circumstances. Based on our most recently completed reviews, there were no indications of impairment associated with our long-lived assets. | |
Leases | Leases Our lease portfolio is substantially comprised of operating leases related to leases for our corporate headquarters and warehouse. We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. A ROU asset is subject to the same impairment guidance as assets categorized as property and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that changes the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted for as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the products and services are delivered. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable considerations. In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. We derive our revenue principally from product sales, rentals and subscription fees paid by the customer. We recognize subscription fees income and costs over the life of the agreement. | |
Cost of Revenues | Cost of Revenues Cost of revenue includes direct materials, labor, manufacturing overhead costs and reserves for estimated warranty cost (excluding depreciation). Cost of revenue also includes charges to write down the carrying value of the inventory when it exceeds its estimated net realizable value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand. As a result of the introduction of the new simulator products in late 2022 and the sunsetting of older hardware models, in 2023, management reviewed the inventory. During the three months ended March 31, 2024 and 2023, the Company recorded $ 171,502 in inventory write-down and $ 538,427 reduction to cost of revenue, respectively. | |
Royalties | Royalties We have royalty agreements with certain software suppliers to pay royalties based on the number of units and subscriptions sold. The royalty percentages range between 20 % and 30 %. Royalty expense for the three months ended March 31, 2024 and 2023 was $ 329,888 and $ 215,632 , respectively. | |
Warrants | Warrants The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the comparable companies publicly traded on recognized stock exchanges. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of the grant. | |
Deep Medicine Acquisition Corp [Member] | ||
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 Investment Securities | 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 Earnings (Loss) Per Share | 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 and Supplier 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) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | ||
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 | 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) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | ||
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 | 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) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Deep Medicine Acquisition Corp [Member] | ||
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 | 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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
SCHEDULE OF ESTIMATED USEFUL LIFE | SCHEDULE OF ESTIMATED USEFUL LIFE Category Estimated Useful Life Software and computer equipment 3 to 10 years Furniture and fixtures 3 to 15 years Vehicles 5 years Equipment 5 to 10 years | ||
Deep Medicine Acquisition Corp [Member] | |||
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 | 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) 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 | 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 |
BUSINESS COMBINATION AND PURC_2
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION | SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 per share 13,098 Exchange Ratio 570.10 Estimated shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS | SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS Cash and cash equivalents $ 103,818 Net proceeds from investment fund (PIPE) 2,237,213 Accounts payable and accrued expenses (310,724 ) Loans payable (1,565,000 ) Net assets $ 465,307 PIPE Convertible Notes payable assumed in Merger $ 4,800,000 Less: Original Issue Discount of 10 % (480,000 ) PIPE Convertible Notes payable, net 4,320,000 Payment of closing costs and other expenses (2,082,787 ) Net proceeds from PIPE Convertible Notes payable assume in Merger $ 2,237,213 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | Accounts receivable and allowance for doubtful accounts consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2024 2023 Trade accounts receivable $ 3,316,779 $ 3,458,625 Other 9,360 167,382 Accounts receivable 3,326,138 3,626,007 Less allowance for doubtful accounts (1,395,688 ) (1,227,135 ) Total accounts receivable, net $ 1,930,450 $ 2,398,872 |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | The following summarizes inventory as of March 31, 2024 and December 31, 2023: SCHEDULE OF INVENTORY 2024 2023 Inventory – raw materials $ 2,784,013 $ 2,548,134 Less reserve allowance for obsolescence (448,360 ) (429,050 ) Inventory, net $ 2,335,653 $ 2,119,084 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF MARKETABLE SECURITIES | SCHEDULE OF MARKETABLE SECURITIES Corporate fixed income securities, weighted average yield and maturity of 5.39 % and 2.38 years, respectively 459,531 Government securities, weighted average yield and maturity of 4.91 % and 3.25 years, respectively 2,051,805 Total short-term investments $ 2,511,336 |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER LONG TERM ASSETS | The following summarizes other long-term assets as of March 31, 2024 and December 31, 2023: (there were long-term assets as of December 31, 2022): SCHEDULE OF OTHER LONG TERM ASSETS 2024 2023 Security deposit – Ethos Management loan $ 1,875,000 $ 1,875,000 Security deposits – leased facilities 30,983 30,983 Other long-term assets Total other long-term assets $ 1,905,983 $ 1,905,983 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following summarizes property and equipment as of March 31, 2024 and December 31, 2023: SCHEDULE OF PROPERTY AND EQUIPMENT 2024 2023 Software and computer equipment $ 759,031 $ 809,031 Furniture and fixtures 230,883 230,883 Vehicles 59,545 59,545 Equipment 15,873 15,873 Property and equipment, gross 1,065,332 1,115,332 Less accumulated depreciation (898,666 ) (881,024 ) Property and equipment, net $ 166,666 $ 234,308 |
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS | SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS Capitalized software development costs $ 382,342 Less accumulated amortization (18,463 ) Capitalized software development costs, net $ 363,879 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF NOTES PAYABLE 2024 2023 Note payable – Ethos Management INC $ 2,383,059 $ 2,499,999 Note payable – Mercedes-Benz 26,854 29,149 Notes Payable 2,409,913 2,529,148 Less deferred loan fees – Ethos Management Inc. - (116,940 ) Less current portion (9,568 ) (9,425 ) Long-term portion $ 2,400,345 $ 2,402,783 |
RELATED PARTY NOTES PAYABLE (Ta
RELATED PARTY NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF RELATED PARTY NOTES PAYABLE | Related party notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF RELATED PARTY NOTES PAYABLE 2024 2023 Notes payable - ARJ Trust $ 650,000 $ 650,000 Note payable - McKettrick 1,050,000 1,300,000 Note payable – Carver 129,500 148,000 Notes payable 1,829,500 2,098,000 Less current portion (937,000 ) (1,237,000 ) Long-term portion $ 892,500 $ 861,000 |
SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE | Future maturities of related party notes payable are as follows as of March 31, 2024: SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE 2024 (nine months) $ 968,500 2025 287,000 2026 287,000 2027 287,000 Total $ 1,829,500 |
DIVIDEND NOTES PAYABLE (Tables)
DIVIDEND NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Dividend Notes Payable | |
SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED | Dividends declared, distributed, and accrued are as follow as of March 31, 2024 and December 31, 32023: SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED 2024 2023 Distributions payments for tax liabilities $ - $ - Accrued interest on dividends payable 274,242 274,242 Dividends payable $ 4,023,923 $ 4,023,923 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES | Accrued and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES 2024 2023 Accrued payroll $ 9,124 $ 326,515 Credit cards 270,805 240,989 Warranty reserve 140,000 140,000 Sales tax payable 34,921 43,891 Other 349,556 374,100 Accrued and other current liabilities $ 804,405 $ 1,125,495 |
SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER | Accrued liabilities and other current liabilities assumed in Merger SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER Accrued tax payable $ 45,008 $ - Other current liabilities assumed in Merger 250,000 - Accrued liabilities and other current liabilities assumed in Merger $ 295,008 $ - |
SCHEDULE OF COMMON STOCK | Upon closing of the Business Combination, shares of TruGolf Nevada common stock outstanding include the following: SCHEDULE OF COMMON STOCK Accrual Redemptions Number of % Ownership TruGolf Nevada shareholders – Series A 5,750,274 43.4 % TruGolf Nevada shareholders – Series B 1,716,860 13.0 % Private Placement Investors (2) 571,450 4.3 % DMAQ Public stockholders (3) 1,460,077 11.0 % DMAQ Directors and officers 280,000 2.1 % DMAQ Sponsor (4) 3,162,500 23.9 % I-Bankers (5) 313,951 2.4 % Total 13,255,112 100 % |
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION | SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 per share 13,098 Exchange Ratio 570.10 Shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RIGHT OF USE ASSET | Right of use asset: SCHEDULE OF RIGHT OF USE ASSET As of December 31, 2023 $ 972,663 Amortization 82,454 As of March 31, 2024$ 890,209 |
SCHEDULE OF LEASE LIABILITY | Lease liability: SCHEDULE OF LEASE LIABILITY Lease liability – December 31, 2023 $ 1,002,483 Payments (80,311 ) As of March 31, 2024 $ 922,172 |
SCHEDULE OF MATURITY LEASE LIABILITY | The table below reconciles the fixed component of the undiscounted cash flows for each of five years to the lease liabilities recorded on the Balance Sheet as of March 31, 2024: SCHEDULE OF MATURITY LEASE LIABILITY Year Minimum Lease Payments 2024 – (Nine Months) $ 303,478 2025 406,990 2026 140,163 2027 144,227 2028 60,809 Total 1,055,667 Less interest (133,495 ) Present value of future minimum lease payments 922,172 Less current portion (347,809 ) Long term lease liability $ 574,363 |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DIVIDEND NOTES PAYABLE | As described in Note 14 – Dividend Notes Payable SCHEDULE OF DIVIDEND NOTES PAYABLE 2024 2023 Chief executive officer, Director and Shareholder $ 1,639,240 $ 1,639,240 Chief hardware officer, Director and Shareholder 786,976 786,976 Executive vice president, Director and Shareholder 817,457 817,457 Interim chief financial officer, Director and Shareholder 198,519 198,519 |
ORGANIZATION AND DESCRIPTION _3
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 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 | Jul. 12, 2022 | Oct. 29, 2021 USD ($) $ / shares shares | Jul. 31, 2023 shares | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Feb. 01, 2024 | Sep. 30, 2023 USD ($) | Jul. 21, 2023 $ / shares | Jun. 30, 2023 USD ($) | Feb. 09, 2023 USD ($) | Jan. 30, 2023 USD ($) | Oct. 19, 2022 USD ($) | Oct. 15, 2022 USD ($) | May 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares issued | shares | 18,000 | ||||||||||||||||||||
Cash | $ 2,000,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||||||
Retained Earnings (Accumulated Deficit) | $ 13,660,788 | $ 12,358,924 | |||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Share price | $ / shares | $ 10.10 | $ 10.10 | |||||||||||||||||||
Gross proceeds | $ 5,195,000 | ||||||||||||||||||||
Transaction costs | $ 7,282,500 | ||||||||||||||||||||
Underwriting commission | 2,530,000 | ||||||||||||||||||||
Marketing fee | 4,427,500 | ||||||||||||||||||||
Offering costs | 325,000 | ||||||||||||||||||||
Assets held in trust | $ 127,765,000 | ||||||||||||||||||||
Investment maturity days | 185 days | ||||||||||||||||||||
Cash | $ 2,000,000 | $ 764,101 | 177,876 | 595,536 | 877,099 | ||||||||||||||||
Working capital | $ 3,527,747 | $ 2,179,125 | |||||||||||||||||||
Share price | $ / shares | $ 0.20 | $ 0.02 | $ 0.02 | ||||||||||||||||||
Percentage of outstanding public shares | 100% | ||||||||||||||||||||
Interest payable | $ 50,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | |||||||||||||||||||||
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 | 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. | |||||||||||||||||||
Asset, Held-in-Trust, Current | $ 6,703,330 | $ 9,160,803 | 127,760,867 | ||||||||||||||||||
Retained Earnings (Accumulated Deficit) | 7,789,256 | 6,440,634 | $ 3,776,318 | ||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor and Affiliates [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Loans Payable | 2,065,000 | 1,865,000 | |||||||||||||||||||
Proceeds from Unsecured Notes Payable | 500,000 | ||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Loans Payable | 500,000 | ||||||||||||||||||||
Proceeds from Unsecured Notes Payable | 500,000 | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||
Asset, Held-in-Trust, Current | $ 300,000 | ||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Stockholders [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Assets held in trust | $ 50,000 | $ 300,000 | $ 100,000 | ||||||||||||||||||
Share price | $ / shares | $ 11.50 | $ 11.41 | $ 10.24 | $ 10.24 | |||||||||||||||||
Stock holding during period, shares | shares | 255,446 | 11,819,790 | 11,819,790 | ||||||||||||||||||
Payments to related party | $ 10,845 | $ 2,914,230 | $ 121,034,650 | $ 121,034,650 | |||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Transaction Agreement [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Share price | $ / shares | $ 10.10 | ||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor Affiliate Notes [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Assets held in trust | $ 50,000 | $ 1,265,000 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 1,265,000 | |||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Promissory Note [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 84,617 | ||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Promissory Note [Member] | Director [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 84,617 | ||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Business Combination Agreement [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Share price | $ / shares | $ 10.10 | $ 10.10 | $ 10 | ||||||||||||||||||
Business combination net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||||
Redemption outstanding public shares percentage | 1 | 1 | |||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 13 | ||||||||||||||||||||
Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares issued | shares | 212,752 | ||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 3,162,500 | 3,162,500 | |||||||||||||||||||
Common Class B [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | shares | 3,162,500 | 3,162,500 | |||||||||||||||||||
IPO [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares issued | shares | 11,000,000 | 11,000,000 | |||||||||||||||||||
Share price | $ / shares | $ 10 | $ 10 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 110,000,000 | $ 110,000,000 | |||||||||||||||||||
Underwriting commissions | $ 2,530,000 | ||||||||||||||||||||
Percentage IPO gross proceeds | 2% | ||||||||||||||||||||
IPO [Member] | Deep Medicine Acquisition Corp [Member] | I-Banker [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares issued | shares | 101,200 | ||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 632,500 | ||||||||||||||||||||
Percentage of warrants issued | 5% | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 | ||||||||||||||||||||
IPO [Member] | Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares issued | shares | 12,650,000 | ||||||||||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||||||||||
Over-Allotment Option [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares issued | shares | 1,650,000 | 1,650,000 | 1,650,000 | ||||||||||||||||||
Percentage of options | 15% | 15% | |||||||||||||||||||
Underwriting commissions | $ 2,530,000 | ||||||||||||||||||||
Over-Allotment Option [Member] | Deep Medicine Acquisition Corp [Member] | I-Banker [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 632,500 | ||||||||||||||||||||
Percentage of warrants issued | 5% | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 | ||||||||||||||||||||
Private Placement [Member] | Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||||||||
Shares issued | shares | 519,500 | 519,500 | |||||||||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||||||||||
Gross proceeds | $ 5,195,000 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 17, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 29, 2021 |
Cash | $ 2,000,000 | |||||
Deep Medicine Acquisition Corp [Member] | ||||||
Cash | $ 177,876 | $ 2,000,000 | $ 595,536 | $ 877,099 | $ 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 | Mar. 31, 2022 |
Deep Medicine Acquisition Corp [Member] | |||
Asset, Held-in-Trust, Current | $ 6,703,330 | $ 9,160,803 | $ 127,760,867 |
SCHEDULE OF COMMON STOCK SUBJEC
SCHEDULE OF COMMON STOCK SUBJECT TO REDEMPTION (Details) - Deep Medicine Acquisition Corp [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
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 | (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, March 31, 2023 | $ 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 | 12 Months Ended | |||||||||
Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Net loss | $ (1,301,864) | $ (5,351,177) | ||||||||||
Basic and diluted loss per share – Class B | $ (0.22) | $ (446.15) | ||||||||||
Diluted | $ (0.22) | $ (446.15) | ||||||||||
Denominator for basic and diluted earnings per share - Weighted-average shares of Class B common stock issued and outstanding during the period | 5,994,704 | 11,994 | ||||||||||
Diluted | 5,994,704 | 11,994 | ||||||||||
Deep Medicine Acquisition Corp [Member] | ||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Net loss | $ (359,954) | $ (270,346) | $ (261,565) | $ 577,351 | $ (165,559) | $ (154,420) | $ (891,865) | $ 257,372 | $ (400,232) | $ (414,045) | ||
Deep Medicine Acquisition Corp [Member] | 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 | $ (0.08) | $ 0.04 | $ (0.20) | $ 0.02 | $ (0.03) | $ (0.05) | ||||||
Diluted | $ (0.08) | $ 0.04 | $ (0.20) | $ 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 | 4,357,964 | 12,509,620 | 4,453,989 | 13,017,932 | 10,946,277 | 5,578,069 | ||||||
Diluted | 4,357,964 | 12,509,620 | 4,453,989 | 13,017,932 | 10,946,277 | 5,578,069 | ||||||
Deep Medicine Acquisition Corp [Member] | 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 | $ 0.04 | $ 0.02 | $ (0.03) | $ (0.05) | ||||||||
Diluted | $ 0.04 | $ 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 | 2,884,478 | 3,070,164 | 2,313,390 | 3,162,500 | ||||||||
Diluted | 2,884,478 | 3,070,164 | 2,313,390 | 3,162,500 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | Dec. 07, 2023 | Nov. 02, 2023 | Sep. 30, 2023 | May 31, 2022 |
Short-Term Debt [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,800 | |||
Promissory Note [Member] | Deep Medicine Acquisition Corp [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt Instrument, Face Amount | $ 84,617 | |||
Loan Agreement [Member] | Deep Medicine Acquisition Corp [Member] | PIPE Investors [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt Instrument, Face Amount | $ 5,000,000 | $ 8,000,000 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 454,545 | 727,273 | ||
Convertible Debt | $ 11,000,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | |||
Restated Loan Agreement [Member] | Deep Medicine Acquisition Corp [Member] | PIPE Investors [Member] | ||||
Short-Term Debt [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 45,455 | 227,273 | ||
Debt Instrument, Increase (Decrease), Net | $ 500,000 | $ 2,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 09, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Jan. 30, 2023 | Oct. 19, 2022 | Oct. 15, 2022 | Oct. 29, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period shares new issues, shares | 18,000 | |||||||||||||
Deep Medicine Acquisition Corp [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accrued expense related parties | $ 6,000 | $ 21,000 | ||||||||||||
Officers compensation | $ 15,000 | $ 15,000 | $ 45,000 | $ 45,000 | $ 60,000 | 60,000 | ||||||||
Share price | $ 0.02 | $ 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 | 127,760,867 | ||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||
Debt conversion price | $ 10 | $ 10 | $ 10 | |||||||||||
Working capital loans outstanding | $ 0 | 0 | ||||||||||||
Accrued non cash compensation | 6,000 | |||||||||||||
Deep Medicine Acquisition Corp [Member] | 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 | ||||||||||||
Deep Medicine Acquisition Corp [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face amount | $ 84,617 | |||||||||||||
Deep Medicine Acquisition Corp [Member] | 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 | |||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loans payable | 500,000 | |||||||||||||
Proceeds from unsecured notes payable | 500,000 | |||||||||||||
Debt instrument face amount | 300,000 | |||||||||||||
Marketable securities held in Trust Account | $ 300,000 | |||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor And Its Affiliates [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loans payable | 1,865,000 | 500,000 | ||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor And Its Affiliates [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from unsecured notes payable | 500,000 | |||||||||||||
Deep Medicine Acquisition Corp [Member] | Chief Financial Officer [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accrued liabilities | 0 | $ 15,000 | ||||||||||||
Deep Medicine Acquisition Corp [Member] | Chief Financial Officer [Member] | Starting from August 1, 2020 [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Officers compensation | $ 5,000 | $ 5,000 | ||||||||||||
Deep Medicine Acquisition Corp [Member] | Officers and Directors [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period shares new issues, shares | 300,000 | 300,000 | ||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face amount | 300,000 | |||||||||||||
Marketable securities held in Trust Account | 100,000 | |||||||||||||
Periodic payment | 50,000 | |||||||||||||
Deposit held in trust account | $ 100,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 17, 2023 | Oct. 29, 2021 | Oct. 29, 2021 | Jul. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | |
Stock issued during period shares new issues, shares | 18,000 | |||||||||
Cash | $ 2,000,000 | |||||||||
Weighted average discount rate - Operating lease | 10% | 5.90% | ||||||||
North Salt Lake City [Member] | ||||||||||
Lessee, Operating Lease, Term of Contract | 5 years | |||||||||
Monthly lease payment through year I | $ 10,849 | |||||||||
Monthly lease payment through year II | 11,163 | |||||||||
Monthly lease payment through year III | 11,486 | |||||||||
Monthly lease payment through year IV | 11,819 | |||||||||
Monthly lease payment through year V | $ 12,162 | |||||||||
Lease term | 50 months | |||||||||
Centerville [Member] | ||||||||||
Lessee, Operating Lease, Term of Contract | 3 years | |||||||||
Monthly lease payment through year I | $ 20,343 | |||||||||
Monthly lease payment through year II | 20,378 | |||||||||
Monthly lease payment through year III | $ 24,616 | |||||||||
Lease term | 39 months | |||||||||
Deep Medicine Acquisition Corp [Member] | ||||||||||
Share price | $ 0.20 | $ 0.20 | $ 0.02 | $ 0.02 | ||||||
Stock issuance costs | $ 325,000 | |||||||||
Cash | $ 2,000,000 | $ 764,101 | $ 764,101 | $ 177,876 | $ 595,536 | $ 877,099 | ||||
Deep Medicine Acquisition Corp [Member] | Common Class A [Member] | ||||||||||
Stock issued during period shares new issues, shares | 212,752 | |||||||||
Deep Medicine Acquisition Corp [Member] | Underwriting Commissions [Member] | ||||||||||
Stock issuance costs | 2,530,000 | 2,530,000 | ||||||||
Deep Medicine Acquisition Corp [Member] | Marketing Fee [Member] | ||||||||||
Stock issuance costs | $ 4,427,500 | $ 4,427,500 | ||||||||
Deep Medicine Acquisition Corp [Member] | Over-Allotment Option [Member] | ||||||||||
Stock issued during period shares new issues, shares | 1,650,000 | 1,650,000 | 1,650,000 | |||||||
Officers and Directors [Member] | Deep Medicine Acquisition Corp [Member] | ||||||||||
Stock issued during period shares new issues, shares | 300,000 | 300,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2024 USD ($) $ / shares shares | Jan. 26, 2024 USD ($) $ / shares | Nov. 17, 2023 USD ($) shares | Jul. 13, 2023 USD ($) $ / shares shares | Dec. 23, 2022 USD ($) $ / shares shares | Oct. 29, 2021 USD ($) $ / shares shares | Jul. 31, 2023 shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2024 shares | Feb. 24, 2024 | Feb. 01, 2024 | Dec. 31, 2022 USD ($) | May 31, 2022 shares | |
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||
Common stock Series B issued in Merger, shares | 18,000 | |||||||||||||||||
Value of Series A Warrants | $ | ||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Conversion of stock description | Each holder of a private right received one-tenth (1/10) of one share of DMAQ Class A common stock upon consummation of initial business combination | |||||||||||||||||
DMAQ Public stockholders | 379,687 | 379,687 | ||||||||||||||||
Cash | $ | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Fair value of common stock | $ | $ 4,493,333 | |||||||||||||||||
Stock based on performance description | Once services are performed, the first consultant will be provided a 3% stock grant; while the second consultant will be provided up to 7% of stock based on performance deliverables including: 1.75% on consummation of an initial bridge loan agreement, 1.75% on engaging an investment banker, 1.75% upon filing an S-1 including financial statements and footnotes, and 1.75% upon the closing of an initial public offering. The second consultant will be provided warrants at a 20% discount to the then current price per share, for up to 2% for achieving a $250 million valuation and 3% more for a $500 million valuation, as well as another 2% for opening the first franchise location, and 3% more once 100 franchise locations have been sold. As of the date of this filing, no stock grants or awards have been issued. | |||||||||||||||||
Warrants issuance | 4,800 | |||||||||||||||||
Expected term | 5 years | 5 years | ||||||||||||||||
Convertible notes payable | $ | $ 450,000 | |||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Risk-free interest rate | 2.95 | |||||||||||||||||
Measurement Input, Expected Term [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Expected term | 5 years | |||||||||||||||||
Tru Golf Insiders [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
TruGolf Nevada shareholders - Series A | 100% | 100% | ||||||||||||||||
D M A Q Class A Shares [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Additional shares redeemed | 943 | 943 | ||||||||||||||||
Private Rights [Member] | New Tru Golf Class A Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 212,752 | |||||||||||||||||
IPO [Member] | New Tru Golf Class A Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 101,200 | |||||||||||||||||
D M A Q Insiders [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 406,500 | |||||||||||||||||
D M A Q Insiders [Member] | Private Placement [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 406,500 | |||||||||||||||||
D M A Q Insiders [Member] | Private Rights [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 406,500 | |||||||||||||||||
I Bankers [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 113,000 | |||||||||||||||||
I Bankers [Member] | Private Placement [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 113,000 | |||||||||||||||||
I Bankers [Member] | Private Rights [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 113,000 | |||||||||||||||||
D M A Q Class A Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 519,500 | |||||||||||||||||
D M A Q Class A Common Stock [Member] | Private Rights [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 519,500 | |||||||||||||||||
New Tru Golf Common Stock [Member] | Private Rights [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 1,265,000 | |||||||||||||||||
DMAQ Sponsor (4) | 571,450 | |||||||||||||||||
Conversion of public rights | 12,650,000 | |||||||||||||||||
D M A Q Class A Shares [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 378,744 | |||||||||||||||||
D M A Q Publicstockholders [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 574,764 | |||||||||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Risk-free interest rate | 80.17 | |||||||||||||||||
Tru Golft [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 13,098 | 13,098 | ||||||||||||||||
Merger Arrangement [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||
Common stock, shares outstanding | 13,098 | 13,098 | ||||||||||||||||
Share price | $ / shares | $ 570.10 | $ 570.10 | ||||||||||||||||
Common stock Series B issued in Merger, shares | 7,467,134 | |||||||||||||||||
Sponsor [Member] | D M A Q Class A Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
DMAQ Sponsor (4) | 3,162,500 | |||||||||||||||||
Sponsor [Member] | New Tru Golf Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Conversion of public rights | 3,162,500 | |||||||||||||||||
Consultants [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Authorized issuance of common stock | 821 | 821 | ||||||||||||||||
Fair value of common stock | $ | $ 4,493,333 | |||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | |||||||||||||||
Warrant excise price | $ / shares | $ 13 | $ 13 | ||||||||||||||||
Common stock, shares issued | 11,538,252 | 11,538,252 | ||||||||||||||||
Warrants issuance | 436,364 | 436,364 | ||||||||||||||||
Warrants per share | $ / shares | $ 1.61 | $ 1.61 | ||||||||||||||||
Common Class A [Member] | Merger Arrangement [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 5,750,274 | |||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||
Common stock, shares outstanding | 1,716,680 | 1,716,680 | ||||||||||||||||
Common stock, shares issued | 1,716,680 | 1,716,680 | ||||||||||||||||
Common Class B [Member] | Merger Arrangement [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 1,716,860 | |||||||||||||||||
Common A Class [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 11,538,252 | 11,538,252 | ||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Value of Series A Warrants | $ | $ 703,000 | |||||||||||||||||
Warrants issuance | 436,364 | 436,364 | ||||||||||||||||
Convertible notes payable | $ | $ 4,800,000 | $ 4,800,000 | ||||||||||||||||
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Risk-free interest rate | 227.52 | |||||||||||||||||
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Risk-free interest rate | 3.99 | |||||||||||||||||
Series A Warrants [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Expected term | 5 years | |||||||||||||||||
Series A Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Warrants issuance | 1,409,091 | 1,409,091 | ||||||||||||||||
Series B Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Common stock, shares outstanding | 1,716,860 | 1,716,860 | 0 | |||||||||||||||
Warrant excise price | $ / shares | $ 10 | $ 10 | ||||||||||||||||
Common stock, shares issued | 1,716,860 | 1,716,860 | 0 | |||||||||||||||
Warrants issuance | 480,000 | 480,000 | ||||||||||||||||
Expected term | 30 months | |||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Value of Series A Warrants | $ | $ 662,400 | |||||||||||||||||
Warrants issuance | 480,000 | 480,000 | ||||||||||||||||
Convertible notes payable | $ | $ 4,800,000 | $ 4,800,000 | ||||||||||||||||
Warrants per share | $ / shares | $ 1.38 | $ 1.38 | ||||||||||||||||
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Risk-free interest rate | 227.52 | |||||||||||||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Risk-free interest rate | 3.99 | |||||||||||||||||
Series B Warrants [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Expected term | 30 months | |||||||||||||||||
Series B Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Warrants issuance | 1,550,000 | 1,550,000 | ||||||||||||||||
Common Stock [Member] | Series B Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 1,716,860 | |||||||||||||||||
Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Capital units authorized, shares | 111,000,000 | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Common stock subject to possible redemption, shares | 574,764 | 830,210 | 830,210 | 830,210 | 574,764 | 830,210 | 12,650,000 | |||||||||||
Share price | $ / shares | $ 0.20 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Deposits into trust account | $ | $ 127,765,000 | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 12 | |||||||||||||||||
Representative warrants issued | 101,200 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Cash | $ | $ 2,000,000 | $ 764,101 | $ 595,536 | $ 595,536 | $ 177,876 | $ 595,536 | $ 877,099 | |||||||||||
Deep Medicine Acquisition Corp [Member] | IPO [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 11,000,000 | 11,000,000 | ||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor [Member] | Non Redemption Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Non redeemable shares | 514,773 | |||||||||||||||||
Shares, Issued | 185,179 | |||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Stockholders [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Stock holding during period, shares | 255,446 | 11,819,790 | 11,819,790 | |||||||||||||||
Payments to related party | $ | $ 10,845 | $ 2,914,230 | $ 121,034,650 | $ 121,034,650 | ||||||||||||||
Share price | $ / shares | $ 11.50 | $ 11.41 | $ 10.24 | $ 10.24 | $ 10.24 | $ 10.24 | ||||||||||||
Deposits into trust account | $ | $ 50,000 | $ 100,000 | $ 100,000 | $ 300,000 | $ 100,000 | |||||||||||||
Deep Medicine Acquisition Corp [Member] | Common Class A [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, shares outstanding | 3,783,200 | 3,783,200 | 3,783,200 | 3,783,200 | 620,700 | |||||||||||||
Common stock subject to possible redemption, shares | 4,357,964 | |||||||||||||||||
Common stock Series B issued in Merger, shares | 212,752 | |||||||||||||||||
Common stock shares subject to possible redemption | 830,210 | 830,210 | 574,764 | 830,210 | 12,650,000 | |||||||||||||
Common stock, shares issued | 3,783,200 | 3,783,200 | 3,783,200 | 3,783,200 | 620,700 | |||||||||||||
Shares issued to converting convertible securities | 3,162,500 | 3,162,500 | ||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Common Class A [Member] | Private Placement [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 519,500 | 519,500 | ||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Common Class A [Member] | IPO [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock Series B issued in Merger, shares | 12,650,000 | |||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Common Class B [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Common stock, shares outstanding | 0 | 0 | 0 | 3,162,500 | ||||||||||||||
Common stock, shares issued | 0 | 0 | 0 | 3,162,500 | ||||||||||||||
Shares were cancelled | 3,162,500 | 3,162,500 | ||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Common Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Capital units authorized, shares | 111,000,000 | 111,000,000 | 111,000,000 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | 110,000,000 | ||||||||||||||
Deep Medicine Acquisition Corp [Member] | Common Stock [Member] | Common Class A [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 4,613,410 | 4,613,410 | 4,357,964 | 4,613,410 | ||||||||||||||
Common stock Series B issued in Merger, shares | 101,200 | |||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Preferred Stock [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Deep Medicine Acquisition Corp [Member] | Representative Warrant [Member] | ||||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 12 | |||||||||||||||||
Common stock Series B issued in Merger, shares | 101,200 | |||||||||||||||||
Stockholders equity warrants expense | 632,500 | 632,500 | 632,500 | 632,500 | ||||||||||||||
Value of Series A Warrants | $ | $ 1,333,482 | $ 1,333,482 | ||||||||||||||||
Warrant excise price | $ / shares | $ 2.11 | $ 2.11 | $ 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 |
SCHEDULE OF FAIR VALUE HIERARCH
SCHEDULE OF FAIR VALUE HIERARCHY VALUATION (Details) - Deep Medicine Acquisition Corp [Member] - USD ($) | Dec. 31, 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 | $ 6,703,330 | $ 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 | $ 6,703,330 | $ 9,160,803 | $ 127,760,867 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Jan. 26, 2024 | Jan. 19, 2024 | Nov. 17, 2023 | Jan. 31, 2024 | Jul. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 15, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Oct. 29, 2022 | Mar. 31, 2022 | Oct. 29, 2021 | |
Subsequent Event [Line Items] | |||||||||||||||||
Common stock Series B issued in Merger, shares | 18,000 | ||||||||||||||||
Deep Medicine Acquisition Corp [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock Redeemed or Called During Period, Value | $ (55,535) | $ (90,687) | $ (310,535) | $ (1,771,251) | $ (463,444) | $ (2,264,084) | |||||||||||
Number of public shares exercised, per share | $ 10.10 | $ 10.10 | |||||||||||||||
Deep Medicine Acquisition Corp [Member] | Officers and Directors [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock Series B issued in Merger, shares | 300,000 | 300,000 | |||||||||||||||
Common Class A [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued | 11,538,252 | ||||||||||||||||
Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock Series B issued in Merger, shares | 212,752 | ||||||||||||||||
Shares issued | 3,783,200 | 3,783,200 | 3,783,200 | 620,700 | |||||||||||||
Shares outstanding | 3,783,200 | 3,783,200 | 3,783,200 | 620,700 | |||||||||||||
Common Class B [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued | 1,716,680 | ||||||||||||||||
Shares outstanding | 1,716,680 | ||||||||||||||||
Common Class B [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued | 0 | 3,162,500 | |||||||||||||||
Shares outstanding | 0 | 3,162,500 | |||||||||||||||
Subsequent Event [Member] | Deep Medicine Acquisition Corp [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 | |||||||||||||||
Number of public shares exercised, per share | $ 11.50 | $ 11.50 | |||||||||||||||
Subsequent Event [Member] | Deep Medicine Acquisition Corp [Member] | Public Shares [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of public shares exercised, per share | $ 11.41 | ||||||||||||||||
Number of public shares exercised | 255,446 | ||||||||||||||||
Number of public shares exercised, value | $ 2,914,230 | ||||||||||||||||
Number of public shares issued | 574,764 | ||||||||||||||||
Subsequent Event [Member] | Deep Medicine Acquisition Corp [Member] | Class A Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued | 4,357,964 | ||||||||||||||||
Shares outstanding | 4,357,964 | ||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock Series B issued in Merger, shares | 3,952,979 | 5,750,274 | |||||||||||||||
Stock Redeemed or Called During Period, Shares | 378,744 | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 212,752 | ||||||||||||||||
Stock Issued During Period, Shares, Other | 1,316,950 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 13,169,500 | ||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | Officers and Directors [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock Series B issued in Merger, shares | 280,000 | ||||||||||||||||
Subsequent Event [Member] | Common Class B [Member] | Deep Medicine Acquisition Corp [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock Series B issued in Merger, shares | 1,716,860 |
ORGANIZATION AND DESCRIPTION _4
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATION (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jan. 26, 2024 USD ($) $ / shares | Jan. 19, 2024 $ / shares shares | Nov. 17, 2023 USD ($) shares | Jul. 13, 2023 USD ($) $ / shares shares | Dec. 23, 2022 USD ($) $ / shares shares | Oct. 29, 2022 USD ($) $ / shares | Jul. 12, 2022 | Oct. 29, 2021 USD ($) $ / shares shares | Jan. 31, 2024 shares | Jul. 31, 2023 shares | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Feb. 01, 2024 | Sep. 30, 2023 USD ($) | Jul. 21, 2023 $ / shares | Jun. 30, 2023 USD ($) | Feb. 09, 2023 USD ($) | Jan. 30, 2023 USD ($) | Oct. 19, 2022 USD ($) | Oct. 15, 2022 USD ($) | May 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Stock issued during period shares new issues, shares | shares | 18,000 | |||||||||||||||||||||||
Cash | $ 2,000,000 | |||||||||||||||||||||||
Stock issued during period value new issues | ||||||||||||||||||||||||
Warrant expiration term | 5 years | 5 years | ||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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 | $ 2,000,000 | $ 764,101 | $ 177,876 | 595,536 | 877,099 | |||||||||||||||||||
Distribution for taxes payments | $ 754,873 | 754,873 | ||||||||||||||||||||||
Working capital | $ 3,527,747 | $ 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 | 574,764 | 830,210 | 574,764 | 830,210 | 12,650,000 | |||||||||||||||||||
Stock issued during period value new issues | ||||||||||||||||||||||||
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 | 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. | ||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor And Its Affiliates [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Loans payable | $ 1,865,000 | $ 500,000 | ||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Stockholders [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Deposits into trust account | $ 50,000 | $ 300,000 | $ 100,000 | |||||||||||||||||||||
Per share price | $ / shares | $ 11.50 | $ 11.41 | $ 10.24 | $ 10.24 | ||||||||||||||||||||
Stock holding during period, shares | shares | 255,446 | 11,819,790 | 11,819,790 | |||||||||||||||||||||
Payments to related party | $ 10,845 | $ 2,914,230 | $ 121,034,650 | $ 121,034,650 | ||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Stockholders [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Deposits into trust account | $ 100,000 | |||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Transaction Agreement [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10.10 | |||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Sponsor Affiliate Notes [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Deposits into trust account | $ 50,000 | $ 1,265,000 | ||||||||||||||||||||||
Principal amount | $ 300,000 | $ 1,265,000 | ||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Promissory Note [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 84,617 | |||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Promissory Note [Member] | Sponsor And Its Affiliates [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Proceeds from unsecured notes payable | $ 500,000 | |||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | Business Combination Agreement [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Fair market value of net assets | 80% | |||||||||||||||||||||||
Percent of business combination transaction | 50% | |||||||||||||||||||||||
Per share price | $ / shares | $ 10.10 | $ 10.10 | $ 10 | |||||||||||||||||||||
Business combination net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||||||||
Business combination net tangible assets | 1 | 1 | ||||||||||||||||||||||
Deep Medicine Acquisition Corp [Member] | F A W Jilin Automobile Co Ltd [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Ownership percentage | 64% | |||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 13 | |||||||||||||||||||||||
Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Stock issued during period shares new issues, shares | shares | 212,752 | |||||||||||||||||||||||
Shares issued to converting convertible securities | shares | 3,162,500 | 3,162,500 | ||||||||||||||||||||||
Common stock subject to possible redemption, shares | shares | 4,357,964 | |||||||||||||||||||||||
Common Class A [Member] | Deep Medicine Acquisition Corp [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Stock issued during period shares new issues, shares | shares | 3,952,979 | 5,750,274 | ||||||||||||||||||||||
Common Class B [Member] | Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Shares were cancelled | shares | 3,162,500 | 3,162,500 | ||||||||||||||||||||||
Common Class B [Member] | Deep Medicine Acquisition Corp [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Stock issued during period shares new issues, shares | shares | 1,716,860 | |||||||||||||||||||||||
Representative Shares [Member] | Deep Medicine Acquisition Corp [Member] | I-Banker [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Stock issued during period shares new issues, shares | shares | 101,200 | |||||||||||||||||||||||
IPO [Member] | Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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 | ||||||||||||||||||||||
Distribution for taxes payments | $ 554,873 | |||||||||||||||||||||||
Stock issued during period value new issues | $ 110,000,000 | $ 110,000,000 | ||||||||||||||||||||||
Underwriting commissions | $ 2,530,000 | |||||||||||||||||||||||
IPO [Member] | Deep Medicine Acquisition Corp [Member] | I-Banker [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||||||
Stock issued during period shares new issues, 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] | Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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] | Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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 | |||||||||||||||||||||||
Over-Allotment Option [Member] | Deep Medicine Acquisition Corp [Member] | I-Banker [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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] | Deep Medicine Acquisition Corp [Member] | ||||||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [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 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Nov. 17, 2023 | Oct. 29, 2021 | Jun. 15, 2015 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Cash | $ 2,000,000 | ||||||||||
Income tax | |||||||||||
Cash and cash equivalents | 7,825,967 | $ 5,394,564 | $ 5,394,564 | ||||||||
Cash, FDIC insured amount | 250,000 | ||||||||||
Cash, uninsured amount | 6,742,396 | 4,251,124 | 4,251,124 | ||||||||
Marketable securities | 0 | ||||||||||
Allowance for doubtful accounts | 1,395,688 | 1,227,135 | 1,227,135 | ||||||||
Inventory valuation reserves | 448,360 | 429,050 | 429,050 | ||||||||
Depreciation expense | 14,317 | 10,340 | |||||||||
Amortization of capitalized software | 18,463 | ||||||||||
Capitalized software | 382,342 | ||||||||||
Capitalized software accumulated amortization | 18,463 | ||||||||||
Capitalized software | $ 363,889 | 50,000 | 50,000 | ||||||||
Operating lease term | 12 months | ||||||||||
Inventory write down | $ 171,502 | 171,502 | |||||||||
Cost of revenue | 538,427 | 538,427 | |||||||||
Royalty percentage | 2.40% | ||||||||||
Royalty expense | $ 329,888 | $ 215,632 | |||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customers [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Concentration risk percentage | 10% | 10% | |||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Concentration risk percentage | 50.40% | ||||||||||
Common Class A [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Purchase of warrants | 436,364 | ||||||||||
Common Class B [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Purchase of warrants | 480,000 | ||||||||||
Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Operating loss carryforwards valuation allowance | $ 0 | ||||||||||
Royalty percentage | 20% | ||||||||||
Property plant and equipment useful life | 10 years | ||||||||||
Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Operating loss carryforwards valuation allowance | $ 267,000 | ||||||||||
Royalty percentage | 30% | ||||||||||
Property plant and equipment useful life | 15 years | ||||||||||
Software and Computer Equipment [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Capitalized computer software gross | $ 332,252 | ||||||||||
Capitalized software | $ 313,889 | ||||||||||
Software and Computer Equipment [Member] | Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment useful life | 3 years | ||||||||||
Software and Computer Equipment [Member] | Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment useful life | 10 years | ||||||||||
Property, Plant and Equipment [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation expense | $ 14,317 | $ 13,756 | |||||||||
Deep Medicine Acquisition Corp [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Cash | 177,876 | 595,536 | 177,876 | $ 595,536 | $ 877,099 | $ 2,000,000 | $ 764,101 | ||||
Distribution for taxes payments | 554,873 | ||||||||||
Cash and marketable securities held in Trust Account | 6,703,330 | 9,160,803 | 6,703,330 | 9,160,803 | 127,760,867 | ||||||
Net income before income taxes | 274,139 | ||||||||||
Income tax | $ 68,415 | $ 68,415 | 57,569 | ||||||||
Operating loss carryforwards, net | 0 | 0 | 0 | ||||||||
Operating loss carryforwards valuation allowance | 0 | 0 | 0 | ||||||||
Total deferred tax assets | $ 0 | 0 | $ 0 | ||||||||
Federal depository insurance | $ 250,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION (Details) (Parentheticals) | Mar. 31, 2024 $ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock, par value | $ 0.01 |
Merger Arrangement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock, par value | $ 0.01 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION (Details) - $ / shares | 1 Months Ended | 3 Months Ended |
Jul. 31, 2023 | Mar. 31, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Common stock Series B issued in Merger, shares | 18,000 | |
Merger Arrangement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Ordinary shares outstanding | 13,098 | |
Exchange ratio | $ 570.10 | |
Common stock Series B issued in Merger, shares | 7,467,134 | |
Tru Golf [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Ordinary shares outstanding | 13,098 |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS (Details) | Mar. 31, 2024 USD ($) |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Cash and cash equivalents | $ 103,818 |
Net proceeds from investment fund (PIPE) | 2,237,213 |
Accounts payable and accrued expenses | (310,724) |
Loans payable | (1,565,000) |
Net assets | 465,307 |
PIPE Convertible Notes payable assumed in Merger | 4,800,000 |
Less: Original Issue Discount of 10% | (480,000) |
PIPE Convertible Notes payable, net | 4,320,000 |
Payment of closing costs and other expenses | (2,082,787) |
Net proceeds from PIPE Convertible Notes payable assume in Merger | $ 2,237,213 |
SCHEDULE OF ALLOCATION OF PUR_2
SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS (Details) (Parentheticals) | Mar. 31, 2024 |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Original issue discount percentage | 10% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE (Details) | Mar. 31, 2024 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 15 years |
Software and Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Software and Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 15 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
BUSINESS COMBINATION AND PURC_3
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2024 | Jul. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Aug. 02, 2024 | Feb. 02, 2024 | Dec. 07, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Common stock Series B issued in Merger, shares | 18,000 | |||||||
Original issue discount percentage | 10% | 10% | ||||||
Convertible notes payable | $ 450,000 | |||||||
Interest expense | $ 96,509 | $ 0 | ||||||
Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Original issue discount | $ 947 | 947 | ||||||
PIPE Convertible Loan [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | $ 4,650,000 | 4,650,000 | $ 15,500,000 | |||||
Gross proceeds from issuance of debt | $ 4,185,000 | |||||||
Original issue discount percentage | 10% | 10% | ||||||
Convertible notes payable | $ 4,800,000 | $ 4,800,000 | ||||||
Original issue discount | 480,000 | 480,000 | ||||||
Debt instrument carrying value | 4,320,000 | 4,320,000 | ||||||
Interest expense | 9,468 | |||||||
PIPE Convertible Loan [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | $ 10,850,000 | |||||||
Notes payble | $ 250,000 | |||||||
PIPE Convertible Loan One [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | $ 6,200,000 | 6,200,000 | ||||||
Gross proceeds from issuance of debt | $ 5,580,000 | |||||||
Common Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase of warrants | 1,409,091 | |||||||
Common Class B [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ordinary shares outstanding | 1,716,680 | 1,716,680 | ||||||
Purchase of warrants | 1,550,000 | |||||||
Merger Arrangement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ordinary shares outstanding | 13,098 | 13,098 | ||||||
Share price | $ 570.10 | $ 570.10 | ||||||
Common stock Series B issued in Merger, shares | 7,467,134 | |||||||
Merger Arrangement [Member] | Common Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock Series B issued in Merger, shares | 5,750,274 | |||||||
Merger Arrangement [Member] | Common Class B [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock Series B issued in Merger, shares | 1,716,860 | |||||||
Prior Loan Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | $ 11,000,000 |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 3,316,779 | $ 3,458,625 |
Other | 9,360 | 167,382 |
Accounts receivable | 3,326,138 | 3,626,007 |
Less allowance for doubtful accounts | (1,395,688) | (1,227,135) |
Total accounts receivable, net | $ 1,930,450 | $ 2,398,872 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 50.20% | 51.50% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Inventory – raw materials | $ 2,784,013 | $ 2,548,134 |
Less reserve allowance for obsolescence | (448,360) | (429,050) |
Inventory, net | $ 2,335,653 | $ 2,119,084 |
SCHEDULE OF MARKETABLE SECURITI
SCHEDULE OF MARKETABLE SECURITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Guarantor Obligations [Line Items] | ||
Government securities, weighted average yield and maturity of 4.91% and 3.25 years, respectively | $ 0 | |
Total short-term investments | $ 2,511,336 | |
Corporate Securities [Member] | ||
Guarantor Obligations [Line Items] | ||
Government securities, weighted average yield and maturity of 4.91% and 3.25 years, respectively | 459,531 | |
Government Securities [Member] | ||
Guarantor Obligations [Line Items] | ||
Government securities, weighted average yield and maturity of 4.91% and 3.25 years, respectively | $ 2,051,805 |
SCHEDULE OF MARKETABLE SECURI_2
SCHEDULE OF MARKETABLE SECURITIES (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2023 | |
Corporate Securities [Member] | |
Guarantor Obligations [Line Items] | |
Weighted average yield | 5.39% |
Weighted average yield | 2 years 4 months 17 days |
Government Securities [Member] | |
Guarantor Obligations [Line Items] | |
Weighted average yield | 4.91% |
Weighted average yield | 3 years 3 months |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details Narrative) - USD ($) | Mar. 31, 2024 | Feb. 28, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Corporate fixed income securities | $ 0 | |
Corporate Bonds [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Corporate fixed income securities | $ 450,751 | |
Treasury Securities [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Government securities | 1,981,061 | |
Brokerage Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Short term borrowings | $ 2,500,000 |
SCHEDULE OF OTHER LONG TERM ASS
SCHEDULE OF OTHER LONG TERM ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total other long-term assets | $ 1,905,983 | $ 1,905,983 |
Ethos Management Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Security deposits – leased facilities | 1,875,000 | 1,875,000 |
Leased Facilities [Member] | ||
Short-Term Debt [Line Items] | ||
Security deposits – leased facilities | $ 30,983 | $ 30,983 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details Narrative) - Ethos Asset Management Loan Agreement [Member] | Mar. 31, 2024 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Security loan | $ 1,875,000 |
Loans payable | 2,383,059 |
Accrued interest | $ 81,560 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,065,332 | $ 1,115,332 |
Less accumulated depreciation | (898,666) | (881,024) |
Property and equipment, net | 166,666 | 234,308 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 759,031 | 809,031 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 230,883 | 230,883 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 59,545 | 59,545 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 15,873 | $ 15,873 |
SCHEDULE OF CAPITALIZED SOFTWAR
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Capitalized software development costs | $ 382,342 | |
Less accumulated amortization | (18,463) | |
Capitalized software development costs, net | $ 363,879 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 14,317 | $ 10,340 |
CUSTOMER DEPOSITS (Details Narr
CUSTOMER DEPOSITS (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Customer deposits | $ 1,794,748 | $ 1,704,224 | $ 1,704,224 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Nonrelated Party [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes Payable | $ 2,409,913 | $ 2,529,148 |
Less deferred loan fees – Ethos Management Inc. | (116,940) | |
Less current portion | (9,568) | (9,425) |
Long-term portion | 2,400,345 | 2,402,783 |
Ethos Management INC [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes Payable | 2,383,059 | 2,499,999 |
Mercedes Benz [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes Payable | $ 26,854 | $ 29,149 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2023 | Jun. 30, 2021 | Nov. 30, 2020 | Mar. 31, 2024 | Jul. 29, 2023 | Dec. 31, 2023 | Feb. 09, 2023 | Oct. 15, 2022 | |
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10% | |||||||
Principal interest amount | $ 750,000 | |||||||
Line of credit | 802,738 | $ 802,738 | ||||||
Notes payable assumed in the Merger | 1,565,000 | |||||||
Notes payable | $ 1,565,500 | |||||||
Mercedes Benz [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 59,545 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.90% | |||||||
Monthly payment | $ 908 | |||||||
JP Morgan Chase [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 500,000 | |||||||
Annual interest rate | 3% | |||||||
Principal interest amount | $ 8,994 | |||||||
Line of credit | $ 257,113 | |||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | First Extension Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 1,265,000 | |||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | Second Extension Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 300,000 | |||||||
Monthly payment | $ 50,000 | |||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual interest rate | 0.60% | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual interest rate | 2.40% | |||||||
Ethos Asset Management INC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 10,000,000 | |||||||
Annual interest rate | 4% | |||||||
Security deposit collateral | $ 1,875,000 | |||||||
Ethos Asset Management INC [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing proceeds | 833,333 | |||||||
Ethos Asset Management INC [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing proceeds | $ 10,000,000 |
PIPE LOANS (Details Narrative)
PIPE LOANS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 02, 2024 | May 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Purchase of warrants | 4,800 | |||||
Gross proceeds | $ 145,992 | |||||
Convertible notes payable | $ 450,000 | |||||
Original issue discount | $ 954,622 | $ 954,622 | ||||
Net balance | 1,829,500 | |||||
Interest Expense, Operating and Nonoperating | 96,509 | $ 0 | ||||
Interest expense original issue discount | $ 192,857 | |||||
Pipe Convertible Notes Payable [Member] | ||||||
Interest Expense, Operating and Nonoperating | 9,468 | |||||
Interest expense original issue discount | 947 | |||||
Pipe Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | ||||||
Convertible notes payable | 4,800,000 | |||||
Original issue discount | 480,000 | |||||
Net balance | $ 4,320,000 | |||||
Series A Warrants [Member] | ||||||
Purchase of warrants | 436,364 | |||||
Convertible notes payable | $ 4,800,000 | |||||
Series A Warrants [Member] | Maximum [Member] | ||||||
Purchase of warrants | 1,409,091 | |||||
Series B Warrants [Member] | ||||||
Purchase of warrants | 480,000 | |||||
Convertible notes payable | $ 4,800,000 | |||||
Series B Warrants [Member] | Maximum [Member] | ||||||
Purchase of warrants | 1,550,000 | |||||
The Purchase Agreement [Member] | ||||||
Principal amount | $ 4,650,000 | |||||
Gross proceeds | $ 4,185,000 | |||||
Original issue discount percentage | 10% | |||||
The Purchase Agreement [Member] | Series A Warrants [Member] | ||||||
Purchase of warrants | 1,409,091 | |||||
The Purchase Agreement [Member] | Series B Warrants [Member] | ||||||
Purchase of warrants | 1,550,000 | |||||
Convertible Debt [Member] | The Purchase Agreement [Member] | ||||||
Principal amount | $ 15,500,000 | |||||
P I P E Convertible Notes [Member] | The Purchase Agreement [Member] | ||||||
Principal amount | 4,650,000 | $ 6,200,000 | ||||
Gross proceeds | $ 4,185,000 | 5,580,000 | ||||
P I P E Convertible Notes [Member] | The Purchase Agreement [Member] | Maximum [Member] | ||||||
Principal amount | 10,850,000 | |||||
P I P E Convertible Notes [Member] | The Purchase Agreement [Member] | Minimum [Member] | ||||||
Principal amount | $ 250,000 |
SCHEDULE OF RELATED PARTY NOTES
SCHEDULE OF RELATED PARTY NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | $ 1,829,500 | |
ARJ Trust [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 650,000 | $ 650,000 |
McKettrick [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 1,050,000 | 1,300,000 |
Carver [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 129,500 | 148,000 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 1,829,500 | 2,098,000 |
Less current portion | (937,000) | (1,237,000) |
Long-term portion | $ 892,500 | $ 861,000 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE (Details) | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (nine months) | $ 968,500 |
2025 | 287,000 |
2026 | 287,000 |
2027 | 287,000 |
Total | $ 1,829,500 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | May 31, 2019 | Jun. 30, 2010 | Dec. 31, 2008 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Debt instrument interest percentage | 10% | |||||||
Debt instrument accrued interest | $ 16,480 | |||||||
Debt instrument periodic payment | $ 750,000 | |||||||
Debt instrument Maturity date | Jul. 31, 2023 | |||||||
ARJ Trust [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | 650,000 | $ 650,000 | ||||||
Debt instrument accrued interest | $ 2,911 | 2,911 | ||||||
Debt instrument Maturity end date | Mar. 31, 2024 | |||||||
Debt instrument Maturity end date | Mar. 31, 2025 | |||||||
ARJ Trust [Member] | Notes Payable One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 500,000 | 500,000 | ||||||
Debt instrument interest percentage | 8.50% | |||||||
Debt instrument periodic interest payment | $ 3,541 | |||||||
ARJ Trust [Member] | Notes Payable Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 150,000 | $ 150,000 | $ 150,000 | |||||
Debt instrument interest percentage | 8.50% | |||||||
Debt instrument periodic interest payment | $ 1,063 | |||||||
McKettrick [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,750,000 | |||||||
Debt instrument interest percentage | 0% | |||||||
Debt instrument periodic payment | $ 250,000 | 250,000 | ||||||
Debt instrument Maturity date | Dec. 01, 2027 | |||||||
Debt instrument fee | There is a late fee of 5%, if not paid within 10 days of the due date | |||||||
Debt instrument extension fee | 50,000 | |||||||
Carver [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 222,000 | |||||||
Debt instrument interest percentage | 0% | |||||||
Debt instrument periodic payment | $ 18,500 | $ 18,500 | ||||||
Debt instrument Maturity date | Oct. 01, 2027 |
LINES OF CREDIT (Details Narrat
LINES OF CREDIT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 802,738 | $ 802,738 |
Morgan Stanley [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 1,980,937 | $ 0 |
Annual interest rate | 7.21% | |
JP Morgan Chase Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 2,000,000 | |
Annual interest rate | 3% | |
Adjusted rate percentage | 3.50% | |
Restricted cash | $ 2,100,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | May 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 01, 2024 | |
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 450,000 | |||||
Original issue discount percentage | 10% | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,800 | |||||
Debt instrument Maturity date | Jul. 31, 2023 | |||||
Expected term | 5 years | 5 years | ||||
Proceeds from warrants exercise | $ 9,600 | |||||
Conversion of common stock percentage | 70% | |||||
Common stock purchase percentage | 50% | |||||
Fair value of the financial instruments | 1,387,060 | |||||
Proceeds from warrants | 450,000 | |||||
Proceeds from debt | 145,992 | |||||
Warrants and the convertible notes | 445,032 | |||||
Interest expense | $ 192,857 | |||||
Accrued interest | 16,480 | |||||
Debt borrowing limit | $ 375,000 | |||||
Common stock Series B issued in Merger, shares | 18,000 | |||||
Remaining original issuance discount | $ 0 | 0 | ||||
Amortization of original issue discount | $ 0 | $ 0 | ||||
Extensions Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Common stock Series B issued in Merger, shares | 9,000 | |||||
Extensions One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Common stock Series B issued in Merger, shares | 9,000 | |||||
Warrants [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from warrants | 282,109 | |||||
Original Issue Discount [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from warrants | 21,899 | |||||
Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest percentage | 0.60% | |||||
Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest percentage | 2.40% | |||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Risk free interest rate | 40.06 | |||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Risk free interest rate | 80.17 | |||||
Measurement Input, Expected Term [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Expected term | 5 years | |||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Risk free interest rate | 2.95 | |||||
Notes Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | 225,000 | |||||
Notes One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 225,000 | |||||
Note Holder [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 600,000 | |||||
Debt instrument interest percentage | 10% | |||||
Original issue discount percentage | 15% | |||||
Note Holder [Member] | Notes Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 300,000 | |||||
Note Holder [Member] | Notes One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 300,000 | |||||
Convertible Notes [Member] | Individual Consultants Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 292 | |||||
Debt instrument Maturity date | Feb. 25, 2023 |
SCHEDULE OF DIVIDENDS DECLARED,
SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Dividend Notes Payable | ||
Distributions payments for tax liabilities | ||
Accrued interest on dividends payable | 274,242 | 274,242 |
Dividends payable | $ 4,023,923 | $ 4,023,923 |
DIVIDEND NOTES PAYABLE (Details
DIVIDEND NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividend Notes Payable | |||
Dividends declared | $ 0 | $ 0 | $ 7,395,694 |
Payments to shareholders | $ 1,965,706 | ||
Interest rate dividend percentage | 6% |
GROSS SALES ROYALTY PAYABLE (De
GROSS SALES ROYALTY PAYABLE (Details Narrative) | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||
Jun. 01, 2017 USD ($) | Jun. 15, 2015 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 31, 2017 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty expense | $ 329,888 | $ 215,632 | ||||
Payment for royalties | 1,000,000 | $ 1,000,000 | ||||
Revenues | 538,427 | 538,427 | ||||
Royalty percentage | 2.40% | |||||
Gross sales royalty payable | $ 1,000,000 | $ 1,000,000 | ||||
Aggregate purchase installment percentage. | 75 | |||||
Purchaser amount | $ 750,000 | |||||
Aggregate installment amount | 22,500,000 | |||||
Interest expense | $ 96,509 | $ 0 | ||||
Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty percentage | 30% | |||||
Royalty rate percentage | 2.40% | |||||
Minimum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty percentage | 20% | |||||
Royalty rate percentage | 0.60% | |||||
Royalty Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty expense | $ 1,000,000 | |||||
Prepaid royalties | $ 1,000,000 | |||||
Payment for royalties | $ 20,833 | |||||
Royalty percentage | 2.40% | 3.60% | ||||
Royalty Purchase Agreement [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payment for royalties | $ 20,833 | |||||
Royalty Purchase Agreement One [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 6,110,000 | |||||
Revenues percentage | 3.60% | |||||
Royalty Purchase Agreement One [Member] | Minimum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 6,110,000 | |||||
Royalty Purchase Agreement Two [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 17,200,000 | |||||
Revenues percentage | 1.30% | |||||
Royalty Purchase Agreement Three [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 220,060 | |||||
Royalty Purchase Agreement Three [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 17,200,000 | |||||
DMAC Acquisition [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Purchaser amount | $ 2,844,444 | |||||
DMAC Acquisition Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty percentage | 0.60% |
SCHEDULE OF ACCRUED AND OTHER C
SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 326,515 | $ 9,124 |
Credit cards | 240,989 | 270,805 |
Warranty reserve | 140,000 | 140,000 |
Sales tax payable | 43,891 | 34,921 |
Other | 374,100 | 349,556 |
Accrued and other current liabilities | $ 1,125,495 | $ 804,405 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER (Details) - Merger [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Accrued tax payable | $ 45,008 | |
Other current liabilities assumed in Merger | 250,000 | |
Accrued liabilities and other current liabilities assumed in Merger | $ 295,008 |
SCHEDULE OF COMMON STOCK (Detai
SCHEDULE OF COMMON STOCK (Details) | Mar. 31, 2024 shares |
Tru Golf Nevada Shareholders Series A [Member] | |
Common stock, shares outstanding | 5,750,274 |
Accrual Redemptions ownership percentage | 43.40% |
Tru Golf Nevada Shareholders Series B [Member] | |
Common stock, shares outstanding | 1,716,860 |
Accrual Redemptions ownership percentage | 13% |
Private Placement Investors Two [Member] | |
Common stock, shares outstanding | 571,450 |
Accrual Redemptions ownership percentage | 4.30% |
D M A Q Publicstockholders Three [Member] | |
Common stock, shares outstanding | 1,460,077 |
Accrual Redemptions ownership percentage | 11% |
D M A Q Directorsand Officers [Member] | |
Common stock, shares outstanding | 280,000 |
Accrual Redemptions ownership percentage | 2.10% |
D M A Q Sponsor Four [Member] | |
Common stock, shares outstanding | 3,162,500 |
Accrual Redemptions ownership percentage | 23.90% |
I Bankers Five [Member] | |
Common stock, shares outstanding | 313,951 |
Accrual Redemptions ownership percentage | 2.40% |
Trugolf Holdings Inc [Member] | |
Common stock, shares outstanding | 13,255,112 |
Accrual Redemptions ownership percentage | 100% |
SCHEDULE OF RIGHT OF USE ASSET
SCHEDULE OF RIGHT OF USE ASSET (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
As of December 31, 2023 | $ 972,663 | |
Amortization | 82,454 | $ 72,520 |
As of March 31, 2024$ | $ 890,209 |
SCHEDULE OF LEASE LIABILITY (De
SCHEDULE OF LEASE LIABILITY (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Income Tax Disclosure [Abstract] | |
Lease liability – December 31, 2023 | $ 1,002,483 |
Payments | (80,311) |
As of March 31, 2024 | $ 922,172 |
SCHEDULE OF MATURITY LEASE LIAB
SCHEDULE OF MATURITY LEASE LIABILITY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
2024 – (Nine Months) | $ 303,478 | |
2025 | 406,990 | |
2026 | 140,163 | |
2027 | 144,227 | |
2028 | 60,809 | |
Total | 1,055,667 | |
Less interest | (133,495) | |
Present value of future minimum lease payments | 922,172 | $ 1,002,483 |
Less current portion | (347,809) | (334,255) |
Long term lease liability | $ 574,363 | $ 668,228 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income tax likelihood percentage description | Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. | |
Net loss | $ 1,301,864 | $ 5,351,177 |
Tax rate | 21% | |
Current operating loss carryforwards | $ 267,000 | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Valuation allowance | 0 | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Valuation allowance | $ 267,000 |
SCHEDULE OF DIVIDEND NOTES PAYA
SCHEDULE OF DIVIDEND NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Chief Executive Officer Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | $ 1,639,240 | $ 1,639,240 |
Chief Hardware Officer Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | 786,976 | 786,976 |
Executive Vice President Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | 817,457 | 817,457 |
Interim Chief Financial Officer Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | $ 198,519 | $ 198,519 |