iSun (ISUNQ) 10-K 29 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 29, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	Jensyn Acquisition Corp.
Entity Central Index Key	1,634,447
Document Type	10-K
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 Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 50,049,167
Entity Common Stock, Shares Outstanding		3,343,994
Trading Symbol	JSYN
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	$ 25,432	$ 1,438
Prepaid insurance and other	14,457	6,903
Total Current Assets	39,889	8,341
Cash and investments held in trust account	41,019,387	40,473,422
Total Assets	41,059,276	40,481,763
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - Accounts payable and accrued expenses	609,719	244,576
Notes and advances payable - related parties (net of deferred financing costs)	1,536,549
Total Current Liabilities	2,146,268	244,576
Deferred underwriting compensation	780,000	780,000
Notes and advances payable - related parties		790,320
Total Liabilities	2,926,268	1,814,896
Common stock subject to possible redemption: 3,149,524 shares (at redemption value of $10.52 per share) and 3,252,836 shares (at redemption value of $10.35 per share) at December 31, 2017 and December 31, 2016, respectively.	33,132,988	33,666,852
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Common stock, $0.0001 par value; 15,000,000 shares authorized, 2,019,976 and 1,916,664 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively (excluding 3,149,524 and 3,252,836 shares subject to possible redemption at December 31, 2017 and December 31, 2016, respectively)	202	192
Additional paid-in capital	6,227,456	5,643,184
Accumulated deficit	(1,227,638)	(643,361)
Total Stockholders' Equity	5,000,020	5,000,015
Total Liabilities and Stockholders' Equity	$ 41,059,276	$ 40,481,763

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, redemption shares	3,149,524	3,252,836
Common stock, redemption per share	$ 10.52	$ 10.35
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares issued	2,019,976	1,916,664
Common stock, shares outstanding	2,019,976	1,916,664
Number of shares subject to possible redemption	3,149,524	3,252,836

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
General and Administrative Costs
Professional fees	$ 398,440	$ 256,367
Insurance	40,885	40,150
Office expense-related party	120,000	100,000
Other	187,238	145,285
Total general and administrative costs	746,563	541,802
Operating Loss	(746,563)	(541,802)
Other income and (expense):
Interest income	216,657	108,422
Interest expense	(54,371)	(848)
Net Loss	$ (584,277)	$ (434,228)
Weighted average common shares outstanding - basic and diluted	1,939,175	1,887,614
Net loss per common share - basic and diluted	$ (0.30)	$ (0.23)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity (Deficiency) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2015	$ 115	$ 24,914	$ (209,133)	$ (184,104)
Balance, Shares at Dec. 31, 2015	1,150,000
Sale of Units in IPO	$ 390	36,628,109		36,628,499
Sale of Units in IPO, Shares	3,900,000
Sale of Units in Private Placement	$ 30	2,619,970		2,620,000
Sale of Units in Private Placement, Shares	294,500
Issuance of underwriter purchase option		100		100
Forfeiture of Common Stock	$ (18)	18
Forfeiture of Common Stock, Shares	(175,000)
Common shares subject to redemption	$ (325)	(33,666,527)		(33,666,852)
Common shares subject to redemption, Shares	(3,252,836)
Stock compensation		36,600		36,600
Financing costs paid by related parties via transfer of common stock
Net Loss from Operations			(434,228)	(434,228)
Balance at Dec. 31, 2016	$ 192	5,643,184	(643,361)	5,000,015
Balance, Shares at Dec. 31, 2016	1,916,664
Common shares subject to redemption	$ 10	533,854		533,864
Common shares subject to redemption, Shares	103,312
Stock compensation		31,288		31,288
Financing costs paid by related parties via transfer of common stock		19,130		19,130
Net Loss from Operations			(584,277)	(584,277)
Balance at Dec. 31, 2017	$ 202	$ 6,227,456	$ (1,227,638)	$ 5,000,020
Balance, Shares at Dec. 31, 2017	2,019,976

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	$ (584,277)	$ (434,228)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation	31,288	36,600
Amortization of deferred financing costs	46,131
Changes in operating assets and liabilities:
Changes in prepaid expenses	22,654	27,264
Interest income on cash and investments held in trust account	(216,657)	(108,422)
Changes in accounts payable and accrued expenses	301,272	106,844
Net cash used in operating activities	(399,589)	(371,942)
Cash flows from investing activities:
Investment in restricted cash and investments	(81,451,303)	(40,473,422)
Proceeds from principal repayments from restricted investments	80,834,646
Distribution from trust account for franchise taxes	70,693
Interest income on cash and investments held in trust account	216,657	108,422
Net cash used in investing activities	(329,307)	(40,365,000)
Cash flows from financing activities:
Proceeds from note payable- stockholders and affiliates	809,100	428,000
Proceeds from sale of units in IPO, net of offering costs		37,687,975
Proceeds from private placement of units, net of offering costs		2,620,000
Payments for deferred financing costs	(26,000)
Principal payments on short-term loan	(30,210)	(33,920)
Net cash provided by financing activities	752,890	40,702,055
Net increase (decrease) in cash	23,994	(34,887)
Cash at beginning of year	1,438	36,325
Cash at end of year	25,432	1,438
Non-cash financing transactions:
Loan for prepaid insurance	30,210	47,203
Refinancing of prepaid insurance loan		(13,283)
Offering costs included in accounts payable and accrued expenses		52,653
Cost for underwriter option included as reduction in accounts payable due to underwriter		100
Proceeds from the Company's public offering recorded as common shares subject to possible redemption	(533,864)	(33,666,852)
Deferred underwriter commission		(780,000)
Deferred financing costs in accounts payable	63,872
Financing costs paid by related parties via transfer of common stock	19,130
Supplemental disclosures:
Interest paid	$ 718	$ 848

Organization and Significant Ac

Organization and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Significant Accounting Policies	Note 1 — Organization and Significant Accounting Policies Jensyn Acquisition Corp. (the “Company”) was incorporated in Delaware on October 8, 2014 as a “blank check” company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more operating businesses (a “Business Combination”). At December 31, 2017, the Company had not yet commenced any meaningful operations. All activity through December 31, 2017 relates to the Company’s formation, the initial public offering (“Public Offering”) described below (See Note 2), general corporate matters and identifying and evaluating prospective acquisition candidates. The Company has selected December 31 as its fiscal year-end. The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on March 2, 2016 (the “Registration Statement”). The Company intends to finance a Business Combination with proceeds from the $39,000,000 Public Offering and a $2,945,000 private placement (See Note 2). Upon the closing of the Public Offering and the private placement, $40,365,000 was held in a trust account with Continental Stock Transfer& Trust Company acting as trustee (the “Trust Account”) as discussed below. $40,365,000 was initially placed in the Trust Account in the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of the initial Business Combination or the redemption of 100% of the outstanding public shares if the Company has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes the initial Business Combination to the extent not used to pay converting stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. At December 31, 2017, the Trust Account consists of investments in money market funds in one financial institution. Under the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company had until 18 months from the closing of the Public Offering to consummate the initial Business Combination, subject to its right to extend such period up to two times, each by an additional three months (for a total of up to 24 months to complete a Business Combination). The Company’s ability to extend the time available to consummate the initial Business Combination is conditioned upon the deposit by the initial stockholders or their affiliates or designees into the Trust Account of $200,000 prior to the applicable deadline for each three-month extension. On September 6, 2017, the Company extended the time to complete its initial business combination by three months and an additional $200,000 was deposited into the Trust Account. On December 6, 2017, the Company extended the time to complete its initial business combination by three months and an additional $200,000 was deposited into the Trust Account. The Company’s initial stockholders and their affiliates or designees are not obligated to fund the Trust Account to further extend the time to complete the initial Business Combination. If the Company is unable to consummate the initial Business Combination within the required time period, the Company will either seek an extension or, as promptly as possible but not more than ten business days thereafter, redeem 100% of its outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, and then seek to dissolve and liquidate. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of its public stockholders. In the event of the Company’s dissolution and liquidation, the public warrants and public rights (see Note 2) will expire and will be worthless. On March 5, 2018 the Company held a special meeting of stockholders at which the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation which extended the date by which the Company must complete its initial business combination from March 7, 2018 to June 5, 2018. The Company will consummate the initial Business Combination only if public stockholders do not exercise conversion rights in an amount that would cause net tangible assets to be less than $5,000,001. The Company will either (1) seek stockholder approval of the initial 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 the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide Company stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholder approval of the proposed Business Combination or allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require seeking stockholder approval. Unlike other blank check companies which require stockholder votes and conduct proxy solicitations in conjunction with their initial Business Combinations and related conversions of public shares for cash upon consummation of such initial Business Combinations even when a vote is not required by law, the Company will have the flexibility to avoid such stockholder vote and allow stockholders to sell their shares pursuant to the tender offer rules of the SEC. In that case, the Company will file tender offer documents with the SEC that will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. The initial per public share redemption or conversion price was $10.35 per share. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of its public stockholders. At September 30, 2017, the per public share redemption or conversion price increased to $10.45 per share as a result of the $200,000 deposit into the Trust Account relating to the three-month extension of time to complete the initial business combination and interest earned on the Trust Account, net of taxes. At December 6, 2017, the per public share redemption or conversion price increased to $10.52 per share as a result of the $200,000 deposit into the Trust Account relating to the three-month extension of time to complete the initial business combination and interest earned on the Trust Account, net of taxes. Liquidity and Going Concern At December 31, 2017, the Company had $25,432 in cash and a working capital deficiency of $2,106,379. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management has evaluated the relevant conditions and events to determine if it is probable that the Company would be able to meet its obligations as they become due one year from the issuance of these financial statements and as a result, continue as a going concern. At a special meeting of stockholders held on March 5, 2018, the Company’s stockholders approved an extension of the date by which the Company must complete its initial business combination from March 7, 2018 to June 5, 2018. If a business combination is not completed by June 5, 2018, the Company will either seek an additional extension of time to complete the initial Business Combination or be dissolved and liquidated. As a result, management believes this raises substantial doubt about the Company’s ability to continue as a going concern. Management believes it is probable that the plan to complete a business combination prior to June 5, 2018 will be effectively implemented and would therefore alleviate the substantial doubt about the Company’s ability to continue as a going concern. However, there can be no assurance such a business combination will occur. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts reflected in the balance sheets given their short-term nature. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates. Securities Held in Trust Account At December 31, 2017 and 2016, the assets held in the Trust Account were valued at $41,019,387 and $40,473,422, respectively. During 2017, the assets held in the Trust Account were invested in treasury bills and money market funds. At December 31, 2017, all assets in the Trust Account were invested in money market funds at one financial institution. Due to the short-term nature of this investment, the fair value approximates the carrying amounts reflected in the balance sheet. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—“Expenses of Offering.” Offering costs of approximately $2,696,501, consisting principally of underwriter discounts of $1,950,000 (including approximately $780,000 of which payment is deferred) and approximately $746,501 of private placement fees and professional, printing, filing, regulatory and other costs have been charged to additional paid-in capital upon completion of the Public Offering. Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2017 or 2016. At December 31, 2017 and 2016, there are no uncertain tax positions. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion or redemption in accordance with ASC 480 “Distinguishing Liabilities from Equity”. Conditionally convertible common stock (including common stock that features conversion rights that are either within the control of the holder or subject to conversion 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. All of the 3,900,000 common shares sold as part of a Unit in the Public Offering (the “Public Shares”) contain a redemption feature which allows for the redemption of common shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its certificate of incorporation provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings. Accordingly, at December 31, 2017, 3,149,524 of the 5,169,500 common shares outstanding were classified outside of permanent equity at their redemption value. At December 31, 2016, there were 3,252,836 common shares outstanding classified outside of permanent equity at their redemption value.

The Offering

The Offering	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
The Offering	Note 2 — The Offering The Public Offering called for the Company to offer for public sale up to 4,485,000 Units at a proposed offering price of $10.00 per unit. Each unit had a price of $10.00 and consisted of one share of common stock, one right to receive one-tenth (1/10) of a share of common stock automatically on the consummation of a Business Combination, and one warrant (a “Unit”). Each warrant entitles the holder thereof to purchase one-half of one share of common stock at a price of $11.50 per full share, subject to certain adjustments. The warrants will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from closing of the Public Offering, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On March 7, 2016, the Company closed on the Public Offering and sale of 3,900,000 Units to the public (the “Public Stockholders”) at a price of $10.00 per Unit. Simultaneous with the closing of the Public Offering, the Company closed on the private placement of 294,500 private units (inclusive of the Public Offering, the “Total Offering”). The private placement included a sale of 275,000 private units to Jensyn Capital, LLC, an entity controlled by insiders, and 19,500 private units to Chardan Capital Markets, LLC (the “Private Units”) (and/or their respective designees) at $10.00 per unit for a total purchase price of $2,945,000. Jensyn Capital, LLC and Chardan Capital Markets, LLC also agreed that if the over-allotment option was exercised by the underwriters in full or in part, they or their designee would purchase from the Company at a price of $10.00 per unit the number of private units (up to a maximum of 38,025 private units) necessary to maintain in the Trust Account described below an amount equal to $10.35 per share of common stock sold to the public in the Public Offering. In April 2016, the underwriter elected not to exercise the over-allotment option. The Private Units are identical to the Units sold in the Public Offering. However, Jensyn Capital, LLC and its transferees agreed (A) to vote their private shares and any public shares acquired in or after the Public Offering in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering (or 24 months, as applicable), unless the Company provides its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including the private shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s proposed initial Business Combination (or sell any shares they hold to the Company in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of the Company’s certificate of incorporation relating to the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete the initial Business Combination within the requisite time period and (D) that the private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the Trust Account if a Business Combination is not consummated. Additionally, the Company’s insiders (and/or their designees) have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the Insider Shares described in Note 3 and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Insider Shares must agree to, each as described above) until the completion of the initial Business Combination. The Company also granted Chardan Capital Markets, LLC, the representative of the underwriters (the “Representative”), a 45-day option to purchase up to 585,000 Units (over and above the 3,900,000 Units referred to above) solely to cover over-allotments, if any. In April 2016, the Representative elected to not exercise this option. If the Company is unable to consummate a Business Combination within the time required by its Amended and Restated Certificate of Incorporation (now June 5, 2018) it will redeem 100% of the shares held by Public Stockholders using the funds in the Trust Account described above. In such event, the rights and warrants held by Public Stockholders will expire and be worthless. The Company paid an underwriting discount of 3.0% of the per Unit offering price to the underwriters at the closing of the Public Offering (approximately $1,170,000), with an additional fee (the “Deferred Discount”) of 2.0% of the gross offering proceeds payable upon the Company’s completion of a Business Combination (approximately $780,000). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. At the closing of the Public Offering, the Company issued a unit purchase option (“UPO”), for $100, to the Representative to purchase 390,000 Units. The UPO will be exercisable at any time, in whole or in part, during the period commencing on the closing of Business Combination and terminating on the fifth anniversary of the effective date of the Public Offering registration statement at a price per Unit equal to 120% of the offering price of the Units. The Company accounted for the fair value of the UPO as an expense of the Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated that the fair value of the UPO was approximately $1,033,500 (or $2.65 per unit) using the Black-Scholes option-pricing model. The fair value of the UPO was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.42%, (3) expected life of five years and (4) zero dividends. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement. The option and the 390,000 units, as well as the 429,000 shares of common stock and 390,000 warrants, and 180,000 shares underlying such warrants, that may be issued upon exercise of the option, have been deemed compensation by FINRA and were therefore subject to a 180-day lock-up (subject to specified exceptions) pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time the option could not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option was not transferable during the one-year period (including the foregoing 180-day period) following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders one demand right and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. 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 units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 — Related Party Transactions At December 31, 2015 the four principal stockholders (the “Principal Shareholders”) of the Company and Jensyn Capital, LLC, an affiliate owned by the Principal Shareholders (collectively, the “Insider Shareholders”), held an aggregate of 1,150,000 shares of common stock (the “Insider Shares”) acquired for an aggregate purchase price of $25,029 or approximately $0.02 per share. During the period from January 1, 2016 to March 31, 2016, the Principal Shareholders forfeited 28,750 shares of common stock and agreed to transfer an aggregate of 136,864 shares to Directors, Jensyn Capital, LLC (an entity owned by the Principal Shareholders) and other transferees (all Permitted Transferees as defined in the Registration Statement). In addition, the Insider Shareholders forfeited an additional 146,250 shares in April 2016, since the underwriter’s over-allotment option was not exercised, and transferred an aggregate of 4,000 shares to a Director in December 2016. The Insider Shares are identical to the shares of common stock included in the Units sold in the Public Offering. However, the Insider Shareholders and their transferees have agreed (A) to vote their Insider Shares and any public shares acquired in or after the Public Offering in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Certificate of Incorporation that would affect the substance or timing of Company’s obligation to redeem 100% of its shares held by Public Stockholders if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering (or 24 months, as applicable), unless it provides Public Stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including the Insider Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the proposed initial Business Combination or a vote to amend the provisions of the Certificate of Incorporation relating to the substance or timing of Company’s obligation to redeem 100% of its shares held by Public Shareholders if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering (or 24 months, as applicable) and (D) that the Insider Shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the Trust Account if a Business Combination is not consummated. Additionally, the Insider Shareholders have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until, with respect to 50% of the Insider Shares, the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination and, with respect to the remaining 50% of the Insider Shares, six months after the date of the consummation of the initial Business Combination. The Company issued unsecured promissory notes to the Principal Shareholders for amounts lent or to be lent to the Company up to $425,000 each. The notes are non-interest bearing and payable no later than the date of the consummation of an initial Business Combination. It is not practicable to disclose the fair value of the Notes because they are with related parties. A total of $1,048,420 and $789,320 was outstanding to the Principal Shareholders at December 31, 2017 and December 31, 2016, respectively. The Company owed $550,000, and $0 to Jensyn Capital, LLC, an affiliated company owned by the same stockholders at December 31, 2017 and December 31, 2016, respectively. The Company also owed $1,000 advanced by an affiliated company owned by the same stockholders at December 31, 2017 and December 31, 2016. In March 2017, each of the Principal Shareholders executed a guaranty of funding pursuant to which the Principal Shareholders agreed to fund requests for funding approved by the Company’s Board of Directors under the promissory notes issued to the Principal Shareholders, subject to a maximum amount of $325,000 through October 1, 2017, $375,000 from October 2, 2017 through January 1, 2018 and $425,000 from January 2, 2018 through April 1, 2018. In September 2017, the Company released Rebecca Irish, a Principal Shareholder, from her guaranty in connection with her resignation as Chief Financial Officer and Treasurer of the Company and her agreement to transfer shares of the Company’s Common Stock to two individuals. These individuals have executed guarantees of funding to replace the guaranty previously executed by Ms. Irish. The Company has entered into an agreement with an entity owned by the Company’s Principal Shareholders, Jensyn Integration Services, LLC, for office space, utilities and certain office and administrative services. This agreement commenced on the date that the Company’s securities were first listed on the Nasdaq Capital Market, and expires when the Company consummates a Business Combination. Such office space, as well as utilities and administrative services, will be made available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $10,000 per month for such services. The Company may delay payment of such monthly fee upon a determination by its Audit Committee that it lacks sufficient funds held outside of the Trust Account to pay actual or anticipated expenses in connection with the Company’s initial Business Combination. The Audit Committee has determined to defer the payment of the $10,000 monthly fee. As of December 31, 2017 and December 31, 2016, the Company has accrued, but not paid, $220,000 and $100,000 relating to this agreement, respectively. The holders of the Company’s Insider Shares issued and outstanding, as well as the holders of the private units (and underlying securities) and any shares the Company’s insiders, officers, directors or their affiliates that 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. The holders of the 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 consummation of a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. During the year ended December 31, 2016, the Principal Shareholders agreed to transfer 37,000 shares of the Company’s common stock owned by them to directors and others in lieu of payment for services. As a result, for the year ended December 31, 2017 and 2016, the Company recognized an expense of $31,288 and $36,600 respectively. Jensyn Capital, LLC purchased an aggregate of 275,000 Private Units, at $10.00 per unit for a total purchase price of $2,750,000 on March 7, 2016 (see Note 2). In September 2017, Jensyn Capital LLC deposited $200,000 into the Trust Account to fund the three-month extension of the period during which the Company is required to complete its initial business combination. In connection with this transaction, the Company issued to Jensyn Capital, LLC an unsecured note in the principal amount of $200,000 which bears interest at a rate of eight percent (8%) per annum and is due upon completion of the Company’s initial Business Combination. In December 2017, Jensyn Capital LLC deposited $200,000 into the Trust Account to fund an additional three-month extension of the period during which the Company is required to complete its initial business combination and advanced an additional $150,000 to fund Jensyn expenses. In connection with these transactions, the Company issued to Jensyn Capital, LLC an unsecured note in the principal amount of $350,000 which bears interest at a rate of eight percent (8%) per annum and is due upon completion of the Company’s initial Business Combination. In December 2017, the Company agreed to reimburse Jensyn Capital for up to approximately $90,000 of its out of pocket costs incurred in connection with securing additional financing necessary to fund the amounts to be deposited into the Trust Account for the three-month extensions. For the September 2017 and December 2017 loans, these costs were $41,502 and $48,370 respectively. The Company paid $26,000 of these costs during 2017 and $63,872 was included in accounts payable at December 31, 2017. During the year ended December 31, 2017, certain Principal Shareholders agreed to transfer 1,913 shares of the Company’s common stock owned by them to a lender to Jensyn Capital in exchange for facilitating a loan to the Company. As a result, for the year ended December 31, 2017, the Company recognized $19,130 as a charge to deferred financing costs and additional paid-in capital. Jensyn Capital, LLC purchased an aggregate of 275,000 Private Units, at $10.00 per unit for a total purchase price of $2,750,000 on March 7, 2016 (see Note 2).

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Note 4 — Income Taxes As a result of the Tax Cuts and Jobs Act of 2017 (the “TCJA”), the Company has revalued its deferred tax assets based on the new federal tax rate of 21%. The Company’s net deferred tax assets are as follows as of December 31, 2017 and December 31, 2016, respectively: 2017 2016 Net operating loss carry forwards $ 325,324 $ 250,911 Total deferred tax assets 325,324 250,911 Less: Valuation allowance (325,324 ) (250,911 ) Net deferred tax asset $ — $ — The Company has net operating losses of approximately $1,228,000 that expire through 2037. The ultimate realization of the related deferred tax asset is dependent upon future taxable income, if any, of the Company. Management does not believe that the Company will have sufficient future taxable income to absorb the net operating loss carryovers. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at December 31, 2017 and 2016. Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points within a period of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s common stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryovers. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2017 and December 31, 2016 is as follows: 2017 2016 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income tax, net of federal (5.0 )% (5.0 )% Reduction in deferred tax assets due to tax law changes 26.5 % — % Change in valuation allowance (12.5 )% 39.0 % Effective income tax rate — % — %

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 5 – Accounts Payable and Accrued Expenses At December 31, 2017 and 2016, the Company’s accounts payable and accrued expenses consisted of the following: 2017 2016 Accounts Payable: Vendors 213,228 67,902 Principal Shareholders and affiliates 111,038 29,945 Total accounts payable 324,266 97,847 Accrued Expenses: Services agreement with an entity owned by the Principal Shareholders, Jensyn Integrations Services LLC 220,000 100,000 Franchise taxes 17,508 44,150 Accrued legal expenses 38,423 - Accrued interest expense due to affiliate 7,522 - Other 2,000 2,579 Total accrued expenses 285,453 146,729 Total accounts payable and accrued expenses 609,719 244,576

Notes and Advances Payable

Notes and Advances Payable	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Notes and Advances Payable	Note 6 — Notes and Advances Payable At December 31, 2017 and 2016, the Company’s notes and advances payable consisted of $1,536,549 and $790,320 respectively. The following notes are non-interest bearing and are due at the completion of the initial business combination. 2017 2016 Amounts due to Principal Shareholders $ 1,048,420 $ 789,330 Amounts due to an affiliate owned by the Principal Shareholders, Jensyn Integration Services 1,000 1,000 Amounts due to an affiliate owned by the Principal Shareholder, Jensyn Capital LLC 550,000 - Less deferred financing costs (62,871 ) - Total notes and advances payable, net $ 1,536,549 $ 790,330 In September 2017 and December 2017, the Company issued promissory notes for $200,000 and $350,000, respectively, to a related party owned by certain Principal Shareholders, Jensyn Capital LLC. Each of these notes carry an interest rate of 8% with interest and principal due upon completion of the initial Business Combination is completed. The Company also agreed to reimburse Jensyn Capital LLC for its out of pocket costs in connection with the notes. These costs totaled $41,502 and $48,370 for the September and December 2017 loans, respectively. In addition, the Principal Shareholders agreed to transfer 1,913 shares of the Company’s common stock owned by them to a Jensyn Capital LLC lender in connection with obtaining the financing. The out of pocket costs and the $19,130 value attributable to the shares transferred by the Principal Shareholders are considered deferred financing costs.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies The Company has entered into an agreement with an entity owned by certain of the Company’s Principal Shareholders for office space, utilities and certain office and administrative services. This agreement commenced on the date that the Company’s securities were first listed on the Nasdaq Capital Market (March 2, 2016) and expires when the Company consummates a Business Combination. Such office space, as well as utilities and administrative services, will be made available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $10,000 per month for such services. The Company may delay payment of such monthly fee upon a determination by its Audit Committee that it lacks sufficient funds held outside of the Trust Account to pay actual or anticipated expenses in connection with the Company’s initial Business Combination. On February 2, 2018, a shareholder class action was filed in the Superior Court of New Jersey, Monmouth County, on behalf of the holders of public shares against the Company and its Board of Directors. The complaint alleges that the Company’s directors have breached their fiduciary duties to the Company’s public shareholders by acting to cause or facilitate the Purchase Agreement because the Purchase Agreement is not in the best interest of the public shareholders, but is in the best interests of the directors who will receive significant personal profits as a result of the Purchase Agreement. The complaint also alleges, among other things, that BAE has been over-valued, its projections are overly optimistic and the Company’s directors have breached their fiduciary duty of disclosure in that the preliminary proxy statement filed by the Company in connection with seeking approval of the Business Combination did not disclose material information regarding the conflicts of interest of the directors. The complaint alleges that the Company mailed the preliminary proxy statement on December 27, 2017, notwithstanding the fact that the preliminary proxy statement was never mailed to any shareholder. The plaintiff is seeking to enjoin the Company from consummating the Business Combination and unspecified compensatory or recessionary damages. The Company believes that the allegations are wholly without merit and intend to vigorously defend the lawsuit; however, if the plaintiff is successful in enjoining the Business Combination the Business Combination would not be completed. In addition, we could be held liable for damages.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Equity	Note 8 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2017 and December 31, 2016, there are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 15,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2017 and 2016, 5,169,500 and 5,169,500 shares of common stock were issued and outstanding including 3,149,524 and 3,252,836 shares subject to redemption, respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events On January 11, 2018, the Company withdrew $8,703 from the trust to pay franchise taxes. On March 5, 2018 the Company held a special meeting of stockholders at which the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation which extended the date by which the Company must complete its initial business combination from March 7, 2018 to June 5, 2018. In addition, stockholders holding an aggregate of 1,825,506 shares of common stock exercised their right to convert their shares into cash in connection with the extension, leaving approximately $22,030,102 of cash in trust after giving effect to the conversions (approximately $19,222,900 was paid from the trust for the conversions on March 6, 2018) the deposit of an additional $.09 per share in the trust for each public share that was not converted. This deposit increased funds available in the Company’s trust account for the conversion of shares in connection with a business combination or a liquidation from approximately $10.53 per share on March 5, 2018 to approximately $10.62 per share as of such date. On March 7, 2018, the Company deposited $186,704 into trust as a result of the 2,074,494 public shares of common stock that were not converted at the March 5, 2018 special meeting. This deposit was funded by $180,000 of loans from Jensyn Capital LLC, an entity owned by certain of the Principal Shareholders, and $6,704 from the Company. Subsequent to December 31, 2017, the Company received $140,000 of loans from certain of the Principal Shareholders and their affiliates that were used to fund the operations of the Company and $180,000 of loans from Jensyn Capital LLC, an entity owned by certain of the Principal Shareholders, to fund the 90 day extension of time by which to complete its initial Business Combination that was approved at the March 5, 2018 special shareholder meeting.

Organization and Significant 16

Organization and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	Liquidity and Going Concern At December 31, 2017, the Company had $25,432 in cash and a working capital deficiency of $2,106,379. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management has evaluated the relevant conditions and events to determine if it is probable that the Company would be able to meet its obligations as they become due one year from the issuance of these financial statements and as a result, continue as a going concern. At a special meeting of stockholders held on March 5, 2018, the Company’s stockholders approved an extension of the date by which the Company must complete its initial business combination from March 7, 2018 to June 5, 2018. If a business combination is not completed by June 5, 2018, the Company will either seek an additional extension of time to complete the initial Business Combination or be dissolved and liquidated. As a result, management believes this raises substantial doubt about the Company’s ability to continue as a going concern. Management believes it is probable that the plan to complete a business combination prior to June 5, 2018 will be effectively implemented and would therefore alleviate the substantial doubt about the Company’s ability to continue as a going concern. However, there can be no assurance such a business combination will occur.
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts reflected in the balance sheets given their short-term nature.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates.
Securities Held in Trust Account	Securities Held in Trust Account At December 31, 2017 and 2016, the assets held in the Trust Account were valued at $41,019,387 and $40,473,422, respectively. During 2017, the assets held in the Trust Account were invested in treasury bills and money market funds. At December 31, 2017, all assets in the Trust Account were invested in money market funds at one financial institution. Due to the short-term nature of this investment, the fair value approximates the carrying amounts reflected in the balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—“Expenses of Offering.” Offering costs of approximately $2,696,501, consisting principally of underwriter discounts of $1,950,000 (including approximately $780,000 of which payment is deferred) and approximately $746,501 of private placement fees and professional, printing, filing, regulatory and other costs have been charged to additional paid-in capital upon completion of the Public Offering.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2017 or 2016. At December 31, 2017 and 2016, there are no uncertain tax positions.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion or redemption in accordance with ASC 480 “Distinguishing Liabilities from Equity”. Conditionally convertible common stock (including common stock that features conversion rights that are either within the control of the holder or subject to conversion 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. All of the 3,900,000 common shares sold as part of a Unit in the Public Offering (the “Public Shares”) contain a redemption feature which allows for the redemption of common shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its certificate of incorporation provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings. Accordingly, at December 31, 2017, 3,149,524 of the 5,169,500 common shares outstanding were classified outside of permanent equity at their redemption value. At December 31, 2016, there were 3,252,836 common shares outstanding classified outside of permanent equity at their redemption value.

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The Company’s net deferred tax assets are as follows as of December 31, 2017 and December 31, 2016, respectively: 2017 2016 Net operating loss carry forwards $ 325,324 $ 250,911 Total deferred tax assets 325,324 250,911 Less: Valuation allowance (325,324 ) (250,911 ) Net deferred tax asset $ — $ —
Schedule of Effective Tax Rate	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2017 and December 31, 2016 is as follows: 2017 2016 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income tax, net of federal (5.0 )% (5.0 )% Reduction in deferred tax assets due to tax law changes 26.5 % — % Change in valuation allowance (12.5 )% 39.0 % Effective income tax rate — % — %

Accounts Payable and Accrued 18

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	At December 31, 2017 and 2016, the Company’s accounts payable and accrued expenses consisted of the following: 2017 2016 Accounts Payable: Vendors 213,228 67,902 Principal Shareholders and affiliates 111,038 29,945 Total accounts payable 324,266 97,847 Accrued Expenses: Services agreement with an entity owned by the Principal Shareholders, Jensyn Integrations Services LLC 220,000 100,000 Franchise taxes 17,508 44,150 Accrued legal expenses 38,423 - Accrued interest expense due to affiliate 7,522 - Other 2,000 2,579 Total accrued expenses 285,453 146,729 Total accounts payable and accrued expenses 609,719 244,576

Notes and Advances Payable (Tab

Notes and Advances Payable (Tables)	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Schedule of Notes and Advances Payable	At December 31, 2017 and 2016, the Company’s notes and advances payable consisted of $1,536,549 and $790,320 respectively. The following notes are non-interest bearing and are due at the completion of the initial business combination. 2017 2016 Amounts due to Principal Shareholders $ 1,048,420 $ 789,330 Amounts due to an affiliate owned by the Principal Shareholders, Jensyn Integration Services 1,000 1,000 Amounts due to an affiliate owned by the Principal Shareholder, Jensyn Capital LLC 550,000 - Less deferred financing costs (62,871 ) - Total notes and advances payable, net $ 1,536,549 $ 790,330

Organization and Significant 20

Organization and Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 02, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 06, 2017	Sep. 30, 2017	Sep. 06, 2017
Proceeds from public offering	$ 39,000,000		$ 37,687,975
Proceeds from private placement of units, net of offering costs	2,945,000		2,620,000
Continental stock transfer held in a trust account	$ 40,365,000
Cash		25,432
Working capital deficiency		2,106,379
Assets held in trust account value		41,019,387	40,473,422
Accrued for penalties or interest
Uncertain tax positions
Common stock shares outstanding redemption		3,149,524	3,252,836
Common shares issued redemption value		5,169,500	3,252,836
Private Placement [Member]
Percentage of redemption of the outstanding public shares		100.00%
Trust account deposit for each three-month extension		$ 200,000
Minimum net tangible assets		$ 5,000,001
Public share redemption or conversion price		$ 10.35
Offering costs		$ 2,696,501
Underwriter discounts		1,950,000
Deferred offering costs		780,000
Placement fees and professional, printing, filing, regulatory and other costs		746,501
Trust Account [Member]
Additional trust account deposit for three-month extension				$ 200,000		$ 200,000
Public share redemption or conversion price				$ 10.52	$ 10.45
Public Offering [Member]
Minimum net tangible assets		$ 5,000,001
Number of units issued		3,900,000
United States [Member]
Continental stock transfer held in a trust account		$ 40,365,000
Debt instrument, maturity date, description		180 days
Percentage of redemption of the outstanding public shares		100.00%

The Offering (Details Narrative

The Offering (Details Narrative) - USD ($)	Mar. 07, 2016	Mar. 07, 2016	Mar. 02, 2016	Dec. 31, 2017	Dec. 31, 2016
Description of offering terms				Consisted of one share of common stock, one right to receive one-tenth (1/10) of a share of common stock automatically on the consummation of a Business Combination, and one warrant (a “Unit”).
Warrant purchase description				Each warrant entitles the holder thereof to purchase one-half of one share of common stock at a price of $11.50 per full share.
Proceeds from private placement			$ 2,945,000		$ 2,620,000
Share price				$ 12.50
Common stock subject to redemption price per share				$ 10.52	$ 10.35
Business combination percent				100.00%
Equity issued business combination				Business Combination within the time required by its Amended and Restated Certificate of Incorporation (now June 5, 2018) it will redeem 100% of the shares held by Public Stockholders using the funds in the Trust Account described above. In such event, the rights and warrants held by Public Stockholders will expire and be worthless.
Percentage of underwriting discount				3.00%
Public offering additional fee				$ 1,170,000
Percentage of gross offering proceeds payable				2.00%
Payment of deferred underwriting				$ 780,000	$ 780,000
Exercise stock options				180,000
Options [Member]
Exercise stock options				390,000
Common Stock [Member]
Number of units issued					3,900,000
Exercise stock options				429,000
Warrant [Member]
Exercise stock options				390,000
Jensyn Capital, LLC & Chardan Capital Markets, LLC [Member]
Common stock subject to redemption price per share				$ 10.35
Jensyn Capital, LLC & Chardan Capital Markets, LLC [Member] | Maximum [Member]
Number of units issued				38,025
Public Offering [Member]
Number of total units sold under offering				4,485,000
Share offering price				$ 10
Warrant exercisable term				30 days
Public offering, expiry term				5 years
Number of units issued				3,900,000
Public Offering [Member] | Jensyn Capital, LLC [Member]
Number of total units sold under offering		3,900,000
Share offering price	$ 10	$ 10
Private Placement [Member]
Number of units issued		294,500
Private Placement [Member] | Jensyn Capital, LLC [Member]
Share offering price	$ 10	$ 10
Number of units issued	275,000
Private Placement [Member] | Chardan Capital Markets, LLC [Member]
Share offering price	$ 10	$ 10
Number of units issued		19,500
Proceeds from private placement		$ 2,945,000
Unit Purchase Option [Member]
Share offering price				$ 2.65
Number of units issued				390,000
Proceeds from private placement				$ 100
Share price	$ 10	$ 10
Business combination percent				120.00%
Estimated that the fair value				$ 1,033,500
Expected volatility rate				35.00%
Risk-free interest rate				1.42%
Expected life				5 years
Dividend rate				0.00%
Unit Purchase Option [Member] | Chardan Capital Markets, LLC [Member]
Number of units issued				3,900,000
Number of options to purchase, shares				585,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2017	Apr. 30, 2016	Mar. 07, 2016	Mar. 07, 2016	Dec. 31, 2017	Sep. 30, 2017	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Common stock, shares issued					2,019,976			2,019,976	1,916,664
Aggregate purchase price									$ 36,628,499
Business combination percentage					100.00%			100.00%
Share price					$ 12.50			$ 12.50
Payment for services per month								$ 10,000
Monthly fee								10,000
Directors expense								31,288	36,600
Accounts payable					$ 63,872			63,872
Financing costs paid by related parties via transfer of common stock								$ 19,130
Private Placement [Member]
Number of units issued				294,500
Through October 1, 2017 [Member] | Maximum [Member]
Issuance of promissory note	$ 325,000
October 2, 2017 through January 1, 2018 [Member] | Maximum [Member]
Issuance of promissory note	375,000
January 1, 2018 through April 1,2018 [Member] | Maximum [Member]
Issuance of promissory note	$ 425,000
Business Combination [Member]
Percentage of insider shares								50.00%
Additional trust account deposit for three-month extension					150,000			$ 150,000
Jensyn Capital, LLC [Member]
Common stock, shares issued										1,150,000
Aggregate purchase price										$ 25,029
Share issued price per share										$ 0.02
Debt face amount					1,048,420			1,048,420	789,320
Due to related party					550,000			550,000	0
Advances to affiliate					1,000			1,000	$ 1,000
Issuance of promissory note					350,000	$ 200,000
Trust account deposit for each three-month extension					200,000	200,000		200,000
Issuance of unsecured note					$ 350,000	$ 200,000
Interest on unsecured note					8.00%	8.00%
Reimbursement amount					$ 90,000
Loan cost					48,370	$ 41,502
Repayment of related party					26,000
Jensyn Capital, LLC [Member] | Private Placement [Member]
Aggregate purchase price			$ 2,750,000
Number of units issued			275,000
Share offering price			$ 10	$ 10
Jensyn Capital, LLC [Member] | Unsecured Promissory Notes [Member]
Debt face amount					425,000			$ 425,000
Jensyn Capital, LLC [Member] | Directors [Member]
Number of common shares forfeited		146,250					28,750
Number of shares transferred							136,864		4,000
Jensyn Capital, LLC [Member] | Shareholders [Member]
Number of shares transferred								1,913	37,000
Accrued expense					$ 220,000			$ 220,000	$ 100,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
New federal tax rate	(34.00%)	(34.00%)
Operating loss carry-forwards, description	Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points within a period of two years.
Expires 2037 [Member]
Net operating loss	$ 1,228,000
TCJA [Member]
New federal tax rate	21.00%

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 325,324	$ 250,911
Total deferred tax assets	325,324	250,911
Less: Valuation allowance	(325,324)	(250,911)
Net deferred tax asset

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Tax benefit at federal statutory rate	(34.00%)	(34.00%)
State income tax, net of federal	(5.00%)	(5.00%)
Reduction in deferred tax assets due to tax law changes	26.50%	0.00%
Change in valuation allowance	(12.50%)	39.00%
Effective income tax rate	0.00%	0.00%

Accounts Payable and Accrued 26

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Vendors	$ 213,228	$ 67,902
Principal shareholders and affiliates	111,038	29,945
Total accounts payable	324,266	97,847
Services agreement with an entity owned by the Principal Shareholders, Jensyn Integrations Services LLC	220,000	100,000
Franchise taxes	17,508	44,150
Accrued legal expenses	38,423
Accrued interest expense due to affiliate	7,522
Other	2,000	2,579
Total accrued expenses	285,453	146,729
Total accounts payable and accrued expenses	$ 609,719	$ 244,576

Notes and Advances Payable (Det

Notes and Advances Payable (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Notes and advances payable	$ 1,536,549		$ 1,536,549	$ 790,320
Financing costs paid by related parties via transfer of common stock			$ 19,130
Business Combination [Member]
Debt instrument interest percentage	8.00%		8.00%
Jensyn Capital, LLC [Member]
Issuance of promissory note	$ 350,000	$ 200,000
Loan cost	$ 48,370	$ 41,502
Jensyn Capital, LLC [Member] | Shareholders [Member]
Number of shares transferred			1,913	37,000

Notes and Advances Payable (D28

Notes and Advances Payable (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Amounts due to Principal Shareholders	$ 1,048,420	$ 789,330
Less deferred financing costs	(62,871)
Total notes and advances payable, net	1,536,549	790,330
Jensyn Integration Services [Member]
Amounts due to an affiliate owned by the Principal Shareholders	1,000	1,000
Jensyn Capital, LLC [Member]
Amounts due to an affiliate owned by the Principal Shareholders	$ 550,000	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Dec. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
Amount agreed to pay for aggregate services	$ 10,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	2,019,976	1,916,664
Common stock, shares, outstanding	2,019,976	1,916,664
Number of shares subject to possible redemption	3,149,524	3,252,836
Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common Stock [Member]
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	5,169,500	5,169,500
Common stock, shares, outstanding	5,169,500	5,169,500
Number of shares subject to possible redemption	3,149,524	3,252,836

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Mar. 07, 2018	Mar. 05, 2018	Jan. 11, 2018	Dec. 31, 2017	Mar. 06, 2018	Dec. 06, 2017	Sep. 30, 2017	Dec. 31, 2016
Common stock shares exercised				180,000
Deposits held in trust				$ 41,019,387				$ 40,473,422
Trust Account [Member]
Conversion deposit of additional per share						$ 10.52	$ 10.45
Subsequent Event [Member]
Trust to pay franchise fees			$ 8,703
Common stock shares exercised		1,825,506
Amount left with trust		$ 22,030,102
Amount paid from trust					$ 19,222,900
Conversion deposit of additional per share		$ 0.09
Stock issued during period ,shares	2,074,494
Proceeds from loans	$ 6,704			140,000
Subsequent Event [Member] | Jensyn Capital, LLC [Member]
Proceeds from loans	180,000
Subsequent Event [Member] | Jensyn Capital, LLC [Member] | Shareholders [Member]
Proceeds from loans				$ 180,000
Subsequent Event [Member] | Trust Account [Member]
Deposits held in trust	$ 186,704
Subsequent Event [Member] | Minimum [Member]
Liquidation of per share		10.53
Subsequent Event [Member] | Maximum [Member]
Liquidation of per share		$ 10.62