Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | May 30, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | BARINGTON/HILCO ACQUISITION CORP. | ||
Entity Central Index Key | 1,622,175 | ||
Document Type | 10-K | ||
Trading Symbol | BHACU | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 34,900,000 | ||
Entity Common Stock, Shares Outstanding | 2,246,236 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 2,820 | $ 22,271 |
Prepaid expenses | 833 | 3,906 |
Total Current Assets | 3,653 | 26,177 |
Cash and securities held in Trust Account | 14,846,465 | 43,927,390 |
TOTAL ASSETS | 14,850,118 | 43,953,567 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,159,118 | 149,563 |
Promissory notes - related parties | 485,183 | 230,000 |
Advance from third party | 425,000 | |
Total Liabilities | 3,069,301 | 379,563 |
Commitments and Contingencies | ||
Common Stock subject to possible redemption, 646,625 and 3,769,876 shares at redemption value as of December 31, 2017 and 2016, respectively | 6,780,816 | 38,574,003 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized, none issued and outstanding | ||
Common Stock, $0.0001 par value; 11,000,000 shares authorized; 2,137,415 and 1,891,460 shares issued and outstanding (excluding 646,625 and 3,769,876 shares subject to possible redemption) as of December 31, 2017 and 2016, respectively | 214 | 189 |
Additional paid-in capital | 7,831,780 | 5,717,876 |
Accumulated deficit | (2,831,993) | (718,064) |
Total Stockholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 14,850,118 | $ 43,953,567 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Temporary equity, outstanding | 646,625 | 3,769,876 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, authorized | 11,000,000 | 11,000,000 |
Common stock, issued | 2,137,415 | 1,891,460 |
Common stock, outstanding | 2,137,415 | 1,891,460 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Income Statement [Abstract] | |||
Operating costs | $ 2,296,452 | $ 323,397 | |
Loss from operations | (2,296,452) | (323,397) | |
Other income: | |||
Interest income | 182,523 | 80,707 | |
Net Loss | $ (2,113,929) | $ (242,690) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 1,935,546 | 1,861,400 |
Basic and diluted net loss per common share (in dollars per share) | $ (1.05) | $ (0.13) | |
[1] | Excludes an aggregate of up to 646,625 and 3,769,876 shares subject to redemption at December 31, 2017 and 2016 respectively. |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, beginning at Dec. 31, 2015 | $ 184 | $ 5,475,191 | $ (475,374) | $ 5,000,001 |
Balance, beginning (in shares) at Dec. 31, 2015 | 1,843,343 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock subject to redemption | $ 5 | 242,685 | 242,690 | |
Common stock subject to redemption (in shares) | 48,117 | |||
Net loss | (242,690) | (242,690) | ||
Balance, ending at Dec. 31, 2016 | $ 189 | 5,717,876 | (718,064) | $ 5,000,001 |
Balance, ending (in shares) at Dec. 31, 2016 | 1,891,460 | 1,891,460 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock subject to redemption | $ 25 | 2,113,904 | $ 2,113,929 | |
Common stock subject to redemption (in shares) | 245,955 | |||
Net loss | (2,113,929) | (2,113,929) | ||
Balance, ending at Dec. 31, 2017 | $ 214 | $ 7,831,780 | $ (2,831,993) | $ 5,000,001 |
Balance, ending (in shares) at Dec. 31, 2017 | 2,137,415 | 2,137,415 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,113,929) | $ (242,690) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on Trust Account | (182,523) | (80,707) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 3,073 | 46,764 |
Accounts payable and accrued expenses | 2,009,555 | 69,468 |
Net cash used in operating activities | (283,824) | (207,165) |
Cash Flows from Investing Activities: | ||
Investment of cash and securities held in Trust Account | (672,146) | (200,000) |
Cash withdrawn from Trust Account | 29,935,594 | |
Net cash provided by (used in )investing activities | 29,263,448 | (200,000) |
Cash Flows from Financing Activities: | ||
Advances from third party | 425,000 | |
Proceeds from promissory notes - related parties | 255,183 | 230,000 |
Redemption of common stock | (29,679,258) | |
Net cash (used in) provided by financing activities | (28,999,075) | 230,000 |
Net Change in Cash | (19,451) | (177,165) |
Cash - Beginning | 22,271 | 199,436 |
Cash - Ending | 2,820 | 22,271 |
Non-cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | $ 2,113,929 | $ (242,690) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Barington/Hilco Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on July 24, 2014. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more businesses or entities (a “Business Combination”). At December 31, 2017, the Company had not yet commenced any operations. All activity through December 31, 2017 relates to the Company’s formation, its initial public offering, which is described below, identifying a target company for a Business Combination and activities in connection with the announced and subsequently terminated proposed acquisition of Oomba, Inc. (“Oomba”), as described below, and Specialty Brands Holdings, LLC (“SBH”) (as described in Note 11). On May 12, 2017, the Company entered into a merger agreement (the “Merger Agreement”) with Oomba, pursuant to which the Company agreed to acquire all of the outstanding capital stock of Oomba. On November 29, 2017, the Company terminated the Merger Agreement with Oomba due to Oomba breaching several of its obligations under the Merger Agreement, including, but not limited to, its obligation to deliver to the Company audited financial statements of Oomba on or prior to May 31, 2017. The termination of the Merger Agreement was effective as of November 29, 2017, and the Company reserved its rights to vigorously pursue all available remedies against Oomba under the Merger Agreement and applicable law. As a result of these breaches, the Company believes that approximately $867,000 of net expenses incurred by the Company are the responsibility of Oomba pursuant to the Merger Agreement. These reimbursable expenses are net of the $425,000 advanced by Oomba to the Company (see Note 6). While the Company believes it is owed the $867,000 from Oomba, the Company has not retained legal counsel with respect to the above demand for reimbursement, nor has the Company commenced any action against Oomba in order to collect the expenses it believes it is owed. It should also be noted that, even if the Company were to commence legal action against Oomba, the Company believes that the likelihood of collecting the receivable would be remote given that Oomba does not have sufficient cash funds to be able to make the payment. On January 3, 2017, the Company received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“NASDAQ”) stating that the Company had not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. As a result, the Company was not in compliance with NASDAQ Listing Rule 5620(a) (the “Annual Meeting Rule”). The Letter was only a notification of deficiency, not of imminent delisting, and had no contemporaneous effect on the listing or trading of the Company’s securities on NASDAQ. The Letter stated that, under NASDAQ rules, the Company had 45 calendar days to submit a plan to regain compliance with the Annual Meeting Rule. If NASDAQ were to accept the Company’s plan, NASDAQ could have granted the Company an extension of up to 180 calendar days from the fiscal year end, or until June 29, 2017, to regain compliance with the Annual Meeting Rule. If NASDAQ did not accept the Company’s plan, the Company would have had the opportunity to appeal the decision in front of a NASDAQ Hearings Panel. The Company submitted a plan to regain compliance with the Annual Meeting Rule, pursuant to which the Company noted its intention to hold the annual meeting in connection with a vote of its shareholders to extend the date by which the Company must complete a Business Combination. The Company held the annual meeting on February 10, 2017 (see below). On April 18, 2018 and May 17, 2018, the Company received a letter from NASDAQ stating that the Company had not timely filed its Annual Report on Form 10-K for the period ended December 31, 2017 or its Form 10-Q for the period ended March 31, 2018 (the “Filings”). As a result, the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1) (the “Filing Rule”).The Company has 60 calendar days to submit a plan to regain compliance with the Filing Rule. If NASDAQ were to accept the Company’s plan, NASDAQ could grant the Company an extension of up to 180 calendar days from the Filing’s due date, or until October 15, 2018, to regain compliance with the Filing Rule. If NASDAQ does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a NASDAQ Hearings Panel. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on February 5, 2015. The Company consummated the Initial Public Offering of 4,000,000 units (“Units”) at $10.00 per Unit on February 11, 2015, generating gross proceeds of $40,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering on February 11, 2015, the Company consummated the sale of 295,000 Units (“Private Units”) at a price of $10.00 per Unit in a private placement to the Company’s sponsors and EarlyBirdCapital, Inc. (“EBC”), generating gross proceeds of $2,950,000, which is described in Note 5. Following the closing of the Initial Public Offering, an amount of $40,800,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the placement of the Private Units was placed in a trust account (“Trust Account”) and invested 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 “1940 Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. On February 11, 2015, EBC notified the Company of its election to exercise its over-allotment option to the extent of 293,069 Units. The sale of the additional Units closed on February 18, 2015 at $10.00 per Unit, generating total gross proceeds of $2,930,690. Following the closing of the over-allotment, an additional $2,842,769 of net proceeds was placed in the Trust Account, resulting in $43,642,769 (approximately $10.17 per Unit) held in the Trust Account. Transaction costs amounted to $1,613,722, consisting of $1,287,921 of underwriting fees and $325,801 of Initial Public Offering costs. In addition, as of December 31, 2017, cash held outside of the Trust Account amounted to $2,820. On February 10, 2017, the Company’s stockholders approved an extension of the period of time in which the Company was required to consummate a Business Combination until August 11, 2017 (the “First Extension Amendment”). This six (6) month extension was implemented in 30-day increments. The number of shares of common stock presented for redemption in connection with the First Extension Amendment was 911,200. The Company distributed $9,305,588, or approximately, $10.21 per share, to redeeming stockholders. In addition, the Company agreed to contribute $0.025 per share to the Trust Account for each public share that was not converted in connection with the approval of the First Extension Amendment, for each 30-day period, or portion thereof, that was needed by the Company to complete a Business Combination from February 11, 2017 through August 11, 2017 (the “Contribution”). The Company has deposited an aggregate of $507,734 into the Company’s Trust Account in connection with the First Extension Amendment. The Contribution was paid from funds loaned to the Company by the sponsors and a third party. On August 9, 2017, the Company’s stockholders approved an additional extension of the period of time in which the Company was required to consummate a Business Combination until December 31, 2017 (the “Second Extension Amendment”). This extension was implemented in 30-day increments. The number of shares of common stock presented for redemption in connection with the Second Extension Amendment was 1,966,096. The Company distributed $20,373,670, or approximately, $10.36 per share, to redeeming stockholders. In addition, the Company agreed to contribute $0.025 per share to the Trust Account for each public share that was not converted in connection with the approval of the Second Extension Amendment, for each 30-day period, or portion thereof, that was needed by the Company to complete a Business Combination from August 11, 2017 through December 31, 2017 (the “Second Contribution”). The Company has deposited an aggregate of $164,412 into the Company’s Trust Account in connection with the Second Extension Amendment. The Second Contribution was paid by the Company and from funds loaned to the Company by its sponsors. On December 29, 2017, the Company’s stockholders approved an additional extension of the period of time in which the Company is required to consummate a Business Combination until June 30, 2018 (the “Third Extension Amendment”). The extension is to be implemented in 30-day increments. The number of shares of common stock presented for redemption in connection with the Third Extension Amendment was 537,804. On January 3, 2018, the Company distributed $5,635,379, or approximately $10.48 per share, to redeeming stockholders, resulting in $9,199,825 being held in the Trust Account as of January 3, 2018. In addition, the Company agreed to contribute $0.04 per share to the Trust Account for each public share that was not converted in connection with the approval of the Third Extension Amendment, for each 30-day period, or portion thereof, that is needed by the Company to complete a Business Combination from December 31, 2017 through June 30, 2018 (the “Third Contribution”). Furthermore, the Company agreed to prepay the contributions for the three-month period from December 31, 2017 until March 31, 2018. On January 4, 2018 and April 23, 2018, the Company deposited an aggregate of $140,475 into the Trust Account in connection with the Third Extension Amendment. The Third Contribution was paid by the Company. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Units are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s Business Combination must be with a target business or businesses whose collective fair market value is equal to at least 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against a Business Combination. In the event that the Company is required to seek stockholder approval in connection with a Business Combination, the Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding shares that are voted are voted in favor of the Business Combination. In connection with such a vote, the Company will provide its stockholders with the opportunity to convert their shares of common stock upon the consummation of a Business Combination for a pro-rata portion of the amount then in the Trust Account (plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). The Company’s sponsors, officers and directors have agreed, in the event the Company is required to seek stockholder approval of its Business Combination, to vote their Insider Shares (as defined in Note 7), shares underlying the Private Units and any public shares held by them, in favor of approving a Business Combination. The Company initially had until August 11, 2016 to complete a Business Combination. However, the Initial Public Offering documents provided that, if the Company anticipated that it would not be able to consummate a Business Combination by such date, the Company could extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the initial stockholders or their affiliates or designees were required to deposit into the Trust Account $100,000 prior to the applicable deadline for each three month extension. On August 8, 2016, the Company elected to extend the period of time to consummate a Business Combination for an additional three months ending on November 11, 2016 and, accordingly, deposited $100,000 into the Trust Account. In order to fund the deposit, the Company obtained loans in the aggregate amount of $130,000 from affiliates of its sponsors (see Note 6). Subsequently, on November 10, 2016, the Company elected to extend the period of time to consummate a Business Combination for an additional three months ending on February 11, 2017 and, accordingly, deposited an additional $100,000 into the Trust Account. In order to fund the second deposit, the Company obtained loans in the aggregate amount of $100,000 from affiliates of its sponsors (see Note 3). The Company’s initial stockholders and their affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its Business Combination. In connection with the First Extension Amendment, the Second Extension Amendment and the Third Extension Amendment (collectively, the “Extension Amendments”) approved by the Company’s stockholders, the Company has until June 30, 2018 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes of winding up its affairs; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any; and (iii) as promptly as possible following such redemption, subject to the approval of the Company’s remaining holders of common stock and the Company’s board of directors, dissolve and liquidate the balance of its net assets to its remaining stockholders, as part of the Company’s plan of dissolution and liquidation. The Company will pay the costs of any subsequent liquidation from its remaining assets outside of the Trust Account. If such funds are insufficient, certain of the Company’s sponsors have agreed to pay the funds necessary to complete such liquidation (in an amount not to exceed $15,000) and have agreed not to seek repayment for such expenses. In connection with the redemption of 100% of the Company’s outstanding public shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for its working capital requirements or necessary to pay the Company’s taxes payable. Holders of rights and warrants will receive no proceeds in connection with the liquidation with respect to such rights and warrants, which will expire worthless. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2. LIQUIDITY AND GOING CONCERN As of December 31, 2017, the Company had $2,820 in its operating bank accounts, $14,846,465 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or convert its common stock in connection therewith and a working capital deficit of $3,065,648. As of December 31, 2017, approximately $11,000 of the amount on deposit in the Trust Account represented interest income, which is available for working capital purposes and to pay the Company’s tax obligations. To date, the Company has withdrawn an aggregate of $256,336 of interest from the Trust Account in order to fund working capital requirements. 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. The Company will need to raise additional capital through loans or additional investments from its sponsors, stockholders, officers, directors, or third parties. The Company’s officers, directors and sponsors may, but are not obligated to, 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. None of the sponsors, stockholders, officers or directors, or third parties is under any obligation to advance funds to, or to invest in, the Company. 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. 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 the Securities and Exchange Commission (“SEC”). Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as 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 Securities Exchange Act of 1934, as amended (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 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 statements and the reported amounts of revenues and 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2017 and 2016. Cash and marketable securities held in Trust Account The amounts held in the Trust Account represent substantially all of the remaining proceeds of the Initial Public Offering and proceeds from loans and advances and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of December 31, 2017, cash and marketable securities held in the Trust Account consisted of $14,846,465 in United States Treasury Bills with a maturity date of 180 days or less. Common stock subject to redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at December 31, 2017 and 2016, which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 2,294,035 shares of common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 458,807 shares of common stock, and (3) 200,000 shares of common stock, warrants to purchase 100,000 shares of common stock and rights that convert into 20,000 shares of common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2017 and 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential income tax examinations by federal or state authorities. These potential 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. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 sheets, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING In February 2015, the Company sold an aggregate of 4,293,069 Units at a purchase price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), one right (“Public Right”) and one redeemable Common Stock purchase warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (see Note 8). Each Public Warrant entitles the holder to purchase one-half share of Common Stock at an exercise price of $12.50 per whole share (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Company’s sponsors and EBC purchased 295,000 Private Units (285,000 Units by the Company’s sponsors and 10,000 Units by EBC) at a price of $10.00 per Unit ($2,950,000 in the aggregate) from the Company in a private placement. The proceeds from the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 8. In addition, the holders of the Common Stock underlying the Private Units have agreed (a) to vote such shares in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of such Business Combination, unless the Company provides dissenting stockholders with the opportunity to convert such shares in connection with any such vote, (c) not to convert such shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s proposed Business Combination or a vote to amend the provisions of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination activity and (d) that such shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Insider Shares must agree to) until the completion of the Business Combination. If the Company does not complete a Business Combination, the Private Warrants and the Private Rights will expire worthless. |
ADVANCE FROM THIRD PARTY
ADVANCE FROM THIRD PARTY | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
ADVANCE FROM THIRD PARTY | NOTE 6. ADVANCE FROM THIRD PARTY During the year ended December 31, 2017, the Company received advances from a third party in the aggregate amount of $425,000 in order to fund the Contribution required under the First Extension Amendment. The advances are non-interest bearing, unsecured and due on demand. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7. RELATED PARTY TRANSACTIONS Insider Shares In September and October 2014, the Company issued an aggregate of 1,150,000 shares of Common Stock to its sponsors (the “Insider Shares”) for an aggregate purchase price of $25,000. The 1,150,000 Insider Shares included an aggregate of up to 150,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Company’s sponsors would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the shares underlying the Private Units). As a result of the underwriters’ election to exercise their over-allotment option to purchase 293,069 Units on February 11, 2015, 73,267 Insider Shares are no longer subject to forfeiture. The underwriters elected not to exercise the remaining portion of the over-allotment option; accordingly, 76,733 Insider Shares were forfeited. Promissory Notes On August 9, 2016, the Company entered into promissory notes (“Extension Promissory Notes”) with affiliates of its sponsors for an aggregate amount of $130,000 in order to fund the deposit required to extend the date by which it must complete its Business Combination to November 11, 2016 and to fund working capital requirements. On November 10, 2016, the Company entered into Second Extension Promissory Notes with affiliates of its sponsors for an aggregate amount of $100,000 in order to fund the deposit required to extend the date by which it must complete its Business Combination to February 11, 2017. In February and March 2017, the Company entered into promissory notes (“2017 Promissory Notes”) with affiliates of its sponsors for an aggregate amount of $35,000 to fund working capital requirements. During the year ended December 31, 2017, the Company entered into promissory notes (the “2017 Trust Promissory Notes”) with affiliates of its sponsors for an aggregate amount of $220,183 to fund the contributions required under the Extension Amendments. The Extension Promissory Notes, the Second Extension Promissory Notes, the 2017 Promissory Notes and the 2017 Trust Promissory Notes are non-interest bearing, unsecured and due on the earlier of (i) the date on which the Company consummates a Business Combination or (ii) the date on which the Company determines not to proceed with a Business Combination. As of December 31, 2017, the amounts owed under the Extension Promissory Notes, Second Extension Promissory Notes, the 2017 Promissory Notes and the 2017 Trust Promissory Notes amounted to an aggregate of $485,183. In order to meet the Company’s working capital needs following the consummation of the Initial Public Offering, the Company’s sponsors, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes either would be paid upon consummation of the Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 5, 2015, the holders of the Insider Shares, as well as the holders of the Private Units (and underlying securities) and any shares the Company’s sponsors, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company, are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding the foregoing, EBC may only exercise such demand rights on one occasion. The holders of a majority of the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. The holders of a majority of the Private Units or shares issued in payment of working capital loans made to the Company can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to the registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged EBC as an advisor in connection with its Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon consummation of the Business Combination in an amount equal to 4% of the total gross proceeds raised in the Initial Public Offering (exclusive of any applicable finders’ fee which might become payable) and the Company has the option to pay up to 25% of the 4% fee with shares of the Company’s Common Stock priced at $10.00 per share. Legal Matters The Company had engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid was to be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination did not occur, the Company would not be required to pay this contingent fee. In connection with the signing of the Oreva Agreement (as defined and discussed in Note 11), management was able to determine the amount of the legal fees owed and, accordingly, has recorded an amount payable to the law firm of $2,000,000 in the accompanying balance sheet at December 31, 2017. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9. STOCKHOLDERS’ EQUITY Preferred Stock - Common Stock – Rights - No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional shares of Common Stock upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. The number of shares of Common Stock issuable upon the conversion of the rights may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants - The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except the Private Warrants are exercisable for cash (even if a registration statement covering the Common Stock issuable upon exercise of such Private Warrants is not effective) or on a cashless basis, at the holder’s option, and are not redeemable by the Company, in each case so long as they are still held by the initial stockholders or their permitted transferees. The Company may call the warrants for redemption (excluding the Private Warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to EBC), in whole and not in part, at a price of $.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the Common Stock equals or exceeds $17.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 11. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2017 2016 Deferred tax asset Net operating loss carryforward $ 594,533 $ 218,065 Business combination search expenses — 87,310 Total deferred tax assets 594,533 305,375 Valuation allowance (594,533 ) (305,375 ) Deferred tax asset, net of allowance $ — $ — The income tax provision (benefit) consists of the following: Years Ended December 31, 2017 2016 Federal Current $ — $ — Deferred (289,158 ) (82,382 ) State Current $ — $ — Deferred (20,789 ) Change in valuation allowance 289,158 103,171 Income tax provision $ — $ — As of December 31, 2017, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of approximately $2,831,109 available to offset future taxable income. These NOLs expire beginning in 2034. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2017, the change in the valuation allowance was $289,158. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 and 2016 is as follows: Year Ended December 31, 2017 2016 Statutory federal income tax rate (34.0 )% (34.0 )% State taxes, net of federal tax benefit 0.0 % (8.6 )% Deferred rate tax change 20.3 % — Change in valuation allowance 13.7 % 42.6 % Income tax provision (benefit) 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2017 and 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 14,846,465 $ 43,927,390 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify subsequent events that would have required adjustment or disclosure in the financial statements. Oreva Agreement On January 3, 2018, the Company, Barington Companies Advisors, LLC (“Barington”), Hilco Global (“Hilco Global”), Hilco Merchant Resources, LLC (“HMR” and, together with Hilco Global, collectively, “Hilco”), and certain additional parties, including members of the board of directors of the Company (together with Barington and Hilco, the “Sellers”), entered into an agreement (the “Oreva Agreement”) with Sweiss Ventures, LLC, a Nevada limited liability company (“Sweiss”), JSE Holdings, LLC, a New York limited liability company (“JSE”), BAG Spac 1, LLC, a Delaware limited liability company (“BAG”), PLA99, LLC, a Delaware limited liability company (”PLA”), and Oreva Partners, LLC, a Delaware limited liability company (“Oreva” and together with Sweiss, JSE, BAG and PLA, the “Investors”). Pursuant to the Oreva Agreement, the Sellers agreed to transfer to the Investors an aggregate of (a) 1,035,767 shares of Common Stock of the Company, and (b) an aggregate of 142,500 warrants to purchase an additional 71,250 shares of Common Stock (collectively, the “Transferred Securities”). The 1,035,767 shares of Common Stock included in the Transferred Securities represented 96.5% of an aggregate of 1,073,267 insider promoter shares of Common Stock of the Company owned of record and beneficially by the Sellers (the “Insider Shares”). Under the Oreva Agreement, the Sellers retained an aggregate of (i) 285,000 shares of Common Stock and associated rights, which entitle a holder to receive one-tenth (1/10) of a share of Common Stock (the “Rights”), and (ii) 37,500 promotional shares of Common Stock that were issued to directors, officers and a consultant of the Company as compensation for their services to the Company. In consideration for their receipt of the Transferred Securities and its affiliates obtaining control of the board of directors of the Company, the Investors and its affiliates and associates (collectively, the “Investor Group”) agreed to use its and their best efforts to locate and consummate, on or prior to the June 30, 2018, a Business Combination for the Company acceptable to the Company’s stockholders. In addition, the Investors paid on behalf of the Company, or reimbursed the Sellers for, (i) $154,000, representing three months payment required by the Company for the Third Extension Amendment, and other accrued fees and expenses, and agreed pay to approximately $59,229 in additional documented Company expenses within 30 days. The Investors also agreed to assume responsibility for all ongoing costs and expenses of the Company, including, without limitation, payments associated with the Third Extension Amendment and costs and expenses associated with running and maintaining a publicly traded company following the closing of the transactions contemplated by the Agreement. Specialty Brands Holdings On February 14, 2018, the Company, Oreva Capital Corp. and an entity formed by Oreva, Pop G Food Holdings Corp. (“PopG”) entered into a letter of intent (the “LOI”) with SBHand Papa Gino’s, Inc. The parties agreed that until February 28, 2018 (the “Exclusivity Period”), none of the parties nor their affiliates would seek to consummate a sale or purchase transaction with any other person or entity. Under the terms of the LOI, SBH agreed in principle to sell to Pop G 100% of the capital stock of PGHC Holdings, Inc., a Delaware corporation (the “PGHC”). PGHC is a holding company that owns 100% of the capital stock of Papa Gino’s Holding Corp., a Delaware corporation, which together with its direct and indirect subsidiaries, including Papa Gino’s, Inc., owns, operates and franchises (i) 148 company owned pizzeria restaurants and one venue licensee, under the trade name Papa Gino’s™ and (ii) 93 company owned sandwich restaurants, 31 franchised locations and three venue licensees under the trade name, D’Angelo’s™ ; in each case, throughout New England (collectively, the “Business”). On or about March 21, 2018, the negotiation of the definitive stock purchase agreement was terminated as the parties were unable to agree upon the final purchase price. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as 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 Securities Exchange Act of 1934, as amended (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 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 statements and the reported amounts of revenues and 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2017 and 2016. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account The amounts held in the Trust Account represent substantially all of the remaining proceeds of the Initial Public Offering and proceeds from loans and advances and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of December 31, 2017, cash and marketable securities held in the Trust Account consisted of $14,846,465 in United States Treasury Bills with a maturity date of 180 days or less. |
Common stock subject to redemption | Common stock subject to redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net loss per share | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at December 31, 2017 and 2016, which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 2,294,035 shares of common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 458,807 shares of common stock, and (3) 200,000 shares of common stock, warrants to purchase 100,000 shares of common stock and rights that convert into 20,000 shares of common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2017 and 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential income tax examinations by federal or state authorities. These potential 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. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 sheets, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | The Company’s net deferred tax assets are as follows: December 31, 2017 2016 Deferred tax asset Net operating loss carryforward $ 594,533 $ 218,065 Business combination search expenses — 87,310 Total deferred tax assets 594,533 305,375 Valuation allowance (594,533 ) (305,375 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of components of income tax expense (benefit) | The income tax provision (benefit) consists of the following: Years Ended December 31, 2017 2016 Federal Current $ — $ — Deferred (289,158 ) (82,382 ) State Current $ — $ — Deferred (20,789 ) Change in valuation allowance 289,158 103,171 Income tax provision $ — $ — |
Schedule of effective income tax rate reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 and 2016 is as follows: Year Ended December 31, 2017 2016 Statutory federal income tax rate (34.0 )% (34.0 )% State taxes, net of federal tax benefit 0.0 % (8.6 )% Deferred rate tax change 20.3 % — Change in valuation allowance 13.7 % 42.6 % Income tax provision (benefit) 0.0 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured on recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2017 and 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 14,846,465 $ 43,927,390 |
DESCRIPTION OF ORGANIZATION A22
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Aug. 09, 2017 | May 12, 2017 | Feb. 10, 2017 | Feb. 18, 2015 | Feb. 11, 2015 | Feb. 28, 2015 | Apr. 23, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 03, 2018 | Dec. 29, 2017 | Nov. 10, 2016 | Aug. 09, 2016 |
Proceeds from issuance equity held in trust account | $ 40,800,000 | ||||||||||||
Unit price held in trust account (in dollars per unit) | $ 10.20 | ||||||||||||
Transaction costs | $ 1,613,722 | ||||||||||||
Underwriting fees | 1,287,921 | ||||||||||||
Cash held outside trust account | 2,820 | ||||||||||||
Minimum net tangible assets required for business combination | $ 5,000,001 | ||||||||||||
Percentage of redemption of company's outstanding public shares | 100.00% | ||||||||||||
Maximum additonal fund for liquidation expenses paid | $ 15,000 | ||||||||||||
Advances from third party | $ 425,000 | ||||||||||||
Extension Promissory Notes and Second Extension Promissory Notes [Member] | |||||||||||||
Unit price (in dollars per unit) | $ 10 | ||||||||||||
Early Bird Capital [Member] | |||||||||||||
Proceeds from issuance equity held in trust account | $ 43,642,769 | ||||||||||||
Unit price held in trust account (in dollars per unit) | $ 10.17 | ||||||||||||
Sponsors [Member] | Extension Promissory Notes and Second Extension Promissory Notes [Member] | |||||||||||||
Aggregate pricipal amount | $ 220,183 | $ 100,000 | $ 130,000 | ||||||||||
IPO [Member] | |||||||||||||
Number of units sold | 4,000,000 | 4,293,069 | |||||||||||
Unit price (in dollars per unit) | $ 10 | ||||||||||||
Proceeds from issuance of IPO | $ 40,000,000 | ||||||||||||
Offering cost | $ 325,801 | ||||||||||||
Over-Allotment Option [Member] | Early Bird Capital [Member] | |||||||||||||
Number of units sold | 293,069 | ||||||||||||
Unit price (in dollars per unit) | $ 10 | ||||||||||||
Proceeds from issuance equity held in trust account | $ 2,842,769 | ||||||||||||
Proceeds from issuance of over-allotment option | $ 2,930,690 | ||||||||||||
Private Placement [Member] | |||||||||||||
Number of units sold | 295,000 | ||||||||||||
Unit price (in dollars per unit) | $ 10 | ||||||||||||
Proceeds from issuance of private placement | $ 2,950,000 | ||||||||||||
Private Placement [Member] | Early Bird Capital [Member] | |||||||||||||
Number of units sold | 10,000 | ||||||||||||
Private Placement [Member] | Sponsors [Member] | |||||||||||||
Number of units sold | 285,000 | ||||||||||||
Extension Amendment [Member] | |||||||||||||
Number of common stock subject to redemption | 1,966,096 | 537,804 | |||||||||||
Value of common stock subject to redemption | $ 20,373,670 | $ 9,305,588 | |||||||||||
Common stock subject to redemption share price (in dollars per share) | $ 10.36 | $ 10.21 | |||||||||||
Common stock subject to redemption share price held in trust account (in dollars per share) | $ 0.025 | $ 0.025 | |||||||||||
Number of deposited in trust account | 164,412 | 507,734 | |||||||||||
Extension Amendment [Member] | Subsequent Event [Member] | |||||||||||||
Value of common stock subject to redemption | $ 5,635,379 | ||||||||||||
Common stock subject to redemption share price (in dollars per share) | $ 10.48 | ||||||||||||
Common stock subject to redemption share price held in trust account (in dollars per share) | $ 0.04 | ||||||||||||
Number of deposited in trust account | 140,475 | ||||||||||||
Deposit assets held in trust account | $ 9,199,825 | ||||||||||||
Merger Agreement [Member] | |||||||||||||
Net expenses under merger agreement | $ 867,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash in operating accounts | $ 2,820 | $ 22,271 | $ 199,436 |
Cash and marketable securities held in Trust Account | 14,846,465 | ||
Working capital deficit | 3,065,648 | ||
Assets held-in-trust | 11,000 | ||
Trust account withdraw amount | $ 256,336 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Federal depository insurance coverage | $ 250,000 | ||
Cash and marketable securities held in trust account | $ 11,000 | ||
U.S. statutory tax rate | 35.00% | (34.00%) | 34.00% |
New U.S. statutory tax rate | 21.00% | ||
Common Stock [Member] | |||
Number of antidilutive securities excluded from computation of eps | 200,000 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Number of antidilutive securities excluded from computation of eps | 458,807 | ||
Stock Appreciation Rights (SARs) [Member] | Underwriter Unit Purchase Options [Member] | |||
Number of antidilutive securities excluded from computation of eps | 100,000 | ||
Treasury Bill Securities [Member] | |||
Cash and marketable securities held in trust account | $ 14,846,465 | ||
Warrant [Member] | |||
Number of antidilutive securities excluded from computation of eps | 2,294,035 | ||
Warrant [Member] | Underwriter Unit Purchase Options [Member] | |||
Number of antidilutive securities excluded from computation of eps | 20,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Feb. 11, 2015 | Feb. 28, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
IPO [Member] | ||||
Number of units sold | 4,000,000 | 4,293,069 | ||
Unit price (in dollars per unit) | $ 10 | |||
Warrant [Member] | ||||
Number of share contain per unit | 1 | |||
Number of shares called by each right/warrant | 1.5 | |||
Exercise price (in dollars per share) | $ 12.50 | |||
Common Stock [Member] | ||||
Number of share contain per unit | 1 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Public Right [Member] | ||||
Number of share contain per unit | 1 | |||
Number of shares called by each right/warrant | 0.10 | 0.10 | 0.10 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] | Feb. 11, 2015USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 295,000 |
Unit price (in dollars per unit) | $ / shares | $ 10 |
Proceeds from issuance of private placement | $ | $ 2,950,000 |
Sponsors [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 285,000 |
Early Bird Capital [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 10,000 |
ADVANCE FROM THIRD PARTY (Detai
ADVANCE FROM THIRD PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Advances from third party | $ 425,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 11, 2015 | Oct. 31, 2014 | Dec. 31, 2017 | Mar. 31, 2017 | Nov. 10, 2016 | Aug. 09, 2016 |
Extension Promissory Notes and Second Extension Promissory Notes [Member] | ||||||
Promissory notes - related parties | $ 485,183 | |||||
Unit price (in dollars per unit) | $ 10 | |||||
Extension Promissory Notes and Second Extension Promissory Notes [Member] | Maximum [Member] | ||||||
Amount of debt converted | $ 500,000 | |||||
Over-Allotment Option [Member] | ||||||
Number of shares not subject to forfeiture | 73,267 | |||||
Number of shares forfeited | 76,733 | |||||
Sponsors [Member] | Extension Promissory Notes and Second Extension Promissory Notes [Member] | ||||||
Aggregate pricipal amount | $ 220,183 | $ 100,000 | $ 130,000 | |||
Sponsors [Member] | 2017 Promissory Notes [Member] | ||||||
Aggregate pricipal amount | $ 35,000 | |||||
Insider Shares [Member] | Sponsors [Member] | ||||||
Number of common stock issued | 1,150,000 | |||||
Purchase price of shares issued | $ 25,000 | |||||
Maximum shares subject to forfeiture | 150,000 | |||||
Percentage of issued and outstanding shares | 20.00% |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Business Combination Marketing Agreement [Member] | Early Bird Capital [Member] | |
Description business combination | The Company will pay EBC a cash fee for such services upon consummation of the Business Combination in an amount equal to 4% of the total gross proceeds raised in the Initial Public Offering (exclusive of any applicable finders’ fee which might become payable) and the Company has the option to pay up to 25% of the 4% fee with shares of the Company’s Common Stock priced at $10.00 per share. |
Share price (in dollars per share) | $ / shares | $ 10 |
Oreva Agreement [Member] | |
Legal fees | $ | $ 2,000,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2015 | |
Preferred stock, authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 11,000,000 | 11,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, issued | 2,137,415 | 1,891,460 | |
Common stock, outstanding | 2,137,415 | 1,891,460 | |
Temporary equity, shares outstanding | 646,625 | 3,769,876 | |
Public Right [Member] | |||
Number of shares called by each right/warrant | 0.10 | 0.10 | 0.10 |
Warrant [Member] | |||
Warrant exercise price (in dollars per share) | $ 0.01 | $ 0.01 | |
Description of warrant terms | If, and only if, the reported last sale price of the Common Stock equals or exceeds $17.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders. | If, and only if, the reported last sale price of the Common Stock equals or exceeds $17.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders. |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset | ||
Net operating loss carryforward | $ 594,533 | $ 218,065 |
Business combination search expenses | 87,310 | |
Total deferred tax assets | 594,533 | 305,375 |
Valuation allowance | (594,533) | (305,375) |
Deferred tax asset, net of allowance |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | ||
Current | ||
Deferred | (289,158) | (82,382) |
State | ||
Current | ||
Deferred | (20,789) | |
Change in valuation allowance | 289,158 | 103,171 |
Income tax provision (benefit) |
INCOME TAX (Details 2)
INCOME TAX (Details 2) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | (35.00%) | 34.00% | (34.00%) |
State taxes, net of federal tax benefit | 0.00% | (8.60%) | |
Deferred rate tax change | 20.30% | ||
Change in valuation allowance | 13.70% | 42.60% | |
Income tax provision (benefit) | 0.00% | 0.00% |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal and state net operating loss carryovers ("NOLs") | $ 2,831,109 | |
Description of operating loss carry forwards expiration period | NOLs expire beginning in 2034. | |
Change in valuation allowance | $ 289,158 | $ 103,171 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Measurements, Recurring [Member] | Cash and Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 14,846,465 | $ 43,927,390 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jun. 30, 2018 | Jan. 03, 2018 | Feb. 28, 2015 | Feb. 14, 2018 |
Common Stock [Member] | ||||
Number of shares issued | 1 | |||
Subsequent Event [Member] | SBHand Papa Gino's, Inc. [Member] | PGHC Holdings, Inc. [Member] | ||||
Ownership percentage | 100.00% | |||
Subsequent Event [Member] | Papa Gino's Holding Corp. [Member] | PGHC Holdings, Inc. [Member] | ||||
Ownership percentage | 100.00% | |||
Subsequent Event [Member] | Oreva Agreement [Member] | Sellers [Member] | Promotional Shares [Member] | ||||
Number of shares issued | 37,500 | |||
Subsequent Event [Member] | Oreva Agreement [Member] | Sellers [Member] | Investors [Member] | ||||
Number of shares issued | 1,035,767 | |||
Common stock rights | An aggregate of (i) 285,000 shares of Common Stock and associated rights, which entitle a holder to receive one-tenth (1/10) of a share of Common Stock (the “Rights”) | |||
Prepaid interest | $ 154,000 | |||
Additional documented expenses | $ 59,229 | |||
Subsequent Event [Member] | Oreva Agreement [Member] | Sellers [Member] | Investors [Member] | Warrant [Member] | ||||
Number of shares issued | 142,500 | |||
Subsequent Event [Member] | Oreva Agreement [Member] | Sellers [Member] | Investors [Member] | Common Stock [Member] | ||||
Number of shares issued | 71,250 | |||
Subsequent Event [Member] | Oreva Agreement [Member] | Sellers [Member] | Investors [Member] | Insider Shares [Member] | ||||
Number of shares issued | 1,073,267 |