Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 21, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Jensyn Acquisition Corp. | |
Entity Central Index Key | 1,634,447 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,343,994 | |
Trading Symbol | JSYN | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 23,570 | $ 25,432 |
Prepaid insurance and other | 61,550 | 14,457 |
Total Current Assets | 85,120 | 39,889 |
Cash and investments held in trust account | 22,059,642 | 41,019,387 |
Total Assets | 22,144,762 | 41,059,276 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current liabilities - Accounts payable and accrued expenses | 819,689 | 609,719 |
Notes and advances payable - related parties (net of deferred financing costs) | 1,919,420 | 1,536,549 |
Total Current Liabilities | 2,739,109 | 2,146,268 |
Deferred underwriting compensation | 780,000 | 780,000 |
Total Liabilities | 3,519,109 | 2,926,268 |
Common stock subject to possible redemption: 1,281,715 shares (at redemption value of $10.63 per share) and 3,149,524 shares (at redemption value of $10.52 per share) at March 31, 2018 and December 31, 2017, respectively | 13,624,633 | 33,132,988 |
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, 2,062,279 and 2,019,976 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively (excluding 1,281,715 and 3,149,524 shares subject to possible redemption at March 31, 2018 and December 31, 2017, respectively) | 206 | 202 |
Additional paid-in capital | 6,512,940 | 6,227,456 |
Accumulated deficit | (1,512,126) | (1,227,638) |
Total Stockholders’ Equity | 5,001,020 | 5,000,020 |
Total Liabilities and Stockholders’ Equity | $ 22,144,762 | $ 41,059,276 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, redemption shares | 1,281,715 | 3,149,524 |
Common stock, redemption per share | $ 10.63 | $ 10.52 |
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 | 2,062,279 | 2,019,976 |
Common stock, shares outstanding | 2,062,279 | 2,019,976 |
Number of shares subject to possible redemption | 1,281,715 | 3,149,524 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
General and Administrative Costs | ||
Professional fees | 176,245 | 83,973 |
Insurance | 10,077 | 10,299 |
Office expense-related party | 30,000 | 30,000 |
Other | 78,705 | 51,127 |
Total general and administrative costs | 295,027 | 175,399 |
Operating Loss | (295,027) | (175,399) |
Other income and (expense): | ||
Interest income | 85,370 | 40,573 |
Interest expense | (74,831) | (143) |
Net Loss | $ (284,488) | $ (134,969) |
Weighted average common shares outstanding - basic and diluted | 2,019,976 | 1,916,664 |
Net loss per common share - basic and diluted | $ (0.14) | $ (0.07) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 202 | $ 6,227,456 | $ (1,227,638) | $ 5,000,020 |
Balance, Shares at Dec. 31, 2017 | 2,019,976 | |||
Common shares subject to redemption | $ 4 | 285,484 | 285,488 | |
Common shares subject to redemption, Shares | 42,303 | |||
Net loss | (284,488) | (284,488) | ||
Balance at Mar. 31, 2018 | $ 206 | $ 6,512,940 | $ (1,512,126) | $ 5,001,020 |
Balance, Shares at Mar. 31, 2018 | 2,062,279 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (284,488) | $ (134,969) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid by related parties via transfer of common stock | 11,733 | |
Amortization of deferred financing costs | 62,871 | |
Changes in operating assets and liabilities: | ||
Changes in prepaid expenses and other | (47,093) | (39,271) |
Interest income on cash and investments held in trust account | (85,370) | (2,620) |
Changes in accounts payable and accrued expenses | 213,969 | 101,081 |
Net cash used in operating activities | (140,111) | (64,046) |
Cash flows from investing activities: | ||
Interest income on cash and investments held in trust account | 85,370 | 2,620 |
Net cash provided by investing activities | 85,370 | 2,620 |
Cash flows from financing activities: | ||
Proceeds from note payable- stockholders and affiliates | 320,000 | 110,000 |
Payments for share redemption | (19,222,866) | |
Payments for deferred financing costs | (4,000) | |
Net cash provided by (used in) financing activities | (18,906,866) | 110,000 |
Net increase (decrease) in cash and restricted cash | (18,961,607) | 48,574 |
Cash and restricted cash at beginning of period | 41,044,819 | 40,474,860 |
Cash and restricted cash at end of period | 22,083,212 | 40,523,434 |
Non-cash financing transactions: | ||
Loan for prepaid insurance | 30,210 | |
Proceeds from Company’s public offering recorded as common shares subject to possible redemption | $ (285,488) | $ (123,237) |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018, the Company had not yet commenced any meaningful operations. All activity through March 31, 2018 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 March 31, 2018, 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 was 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. 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 and an additional $186,704 was deposited into the Trust Account. On May 16, 2018, the Company mailed a proxy statement with respect to a special meeting of stockholders in lieu of annual meeting scheduled for June 4, 2018 at which stockholders will be asked to approve an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must complete its initial business combination from June 5, 2018 to September 3, 2018. 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, as the same may be extended, the Company will either seek a further 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. 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. At March 5, 2018, the per public share redemption or conversion price increased to $10.63 per share as a result of the $186,704 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 March 31, 2018, the Company had $23,570 in cash outside of the Trust Account and a working capital deficiency of $2,653,989. 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. Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods presented. 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 therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2017. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. 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 March 31, 2018 and December 31, 2017, the assets held in the Trust Account were valued at $22,059,642 and $41,019,387, respectively. During the three months ended March 31, 2018 and at March 31, 2018, the assets held in the Trust Account were invested in money market funds held in one financial institution. Due to the short-term nature of this investment, the fair value approximates the carrying amounts reflected in the balance sheets. 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 uncertain tax positions is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of March 31, 2018 or December 31, 2017. At March 31, 2018 and December 31, 2017, there are no uncertain tax positions. Recently Adopted Accounting Standards In November 2016 the Financial Accounting Standards Board (FASB) issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash" (ASU 2016-18), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. We adopted ASU 2016-18 during the three months ended March 31, 2018 on a retrospective basis. As a result, net cash used by operating activities increased by $37,954 for the three months ended March 31, 2017. Net cash provided by investing activities decreased by $41,480 for the three months ended March 31, 2017 and beginning-of-period cash and restricted cash increased by $41,019,387 and $40,473,422 in the three months ended March 31, 2018 and 2017, respectively. 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 March 31, 2018, 1,281,715 of the 3,343,994 common shares outstanding were classified outside of permanent equity at their redemption value. At December 31, 2017, there were 3,149,524 of the 5,169,500 common shares outstanding classified outside of permanent equity at their redemption value. |
The Offering
The Offering | 3 Months Ended |
Mar. 31, 2018 | |
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 | 3 Months Ended |
Mar. 31, 2018 | |
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 the requisite time period, 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 the requisite time period 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 $1,188,420 and $1,048,420 was outstanding to the Principal Shareholders at March 31, 2018 and December 31, 2017, respectively. The Company owed $730,000, and $550,000 to Jensyn Capital, LLC, an affiliated company owned by the same stockholders at March 31, 2018 and December 31, 2017, respectively. The Company also owed $1,000 advanced by an affiliated company owned by the same stockholders at March 31, 2018 and December 31, 2017. 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 March 31, 2018 and December 31, 2017, the Company has accrued, but not paid, $250,000 and $220,000 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 years 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 March 2018, Jensyn Capital LLC deposited $180,000 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 $180,000 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 $4,000 of these costs during the three months ended March 31, 2018 and $59,872 and $63,872 was included in accounts payable at March 31, 2018 and December 31, 2017, respectively. 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). |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 4 – Accounts Payable and Accrued Expenses At March 31, 2018 and December 31, 2017, the Company’s accounts payable and accrued expenses consisted of the following: At March 31, 2018 At December 31, 2017 Accounts Payable: Vendors $ 417,222 $ 213,228 Principal Shareholders and affiliates 111,338 111,038 Total accounts payable 528,560 324,266 Accrued Expenses: Services agreement with an entity owned by the Principal Shareholders, Jensyn Integrations Services LLC 250,000 220,000 Franchise taxes 21,223 17,508 Accrued legal expenses - 38,423 Accrued interest expense due to affiliate 19,482 7,522 Other 424 2,000 Total accrued expenses 291,129 285,453 Total accounts payable and accrued expenses $ 819,689 $ 609,719 |
Notes and Advances Payable
Notes and Advances Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes and Advances Payable | Note 5 — Notes and Advances Payable At March 31, 2018 and December 31, 2017, the Company’s notes and advances payable consisted of $1,919,420 and $1,536,549 respectively. The following notes are non-interest bearing (unless otherwise specified) and are due at the completion of the initial business combination. March 31, 2018 December 31, 2017 Amounts due to Principal Shareholders $ 1,188,420 $ 1,048,420 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 (8% interest) 730,000 550,000 Less deferred financing costs - (62,871 ) Total notes and advances payable, net $ 1,919,420 $ 1,536,549 In September 2017, December 2017 and March 2018, the Company issued promissory notes for $200,000, $350,000 and $180,000 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. 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, and $0 for the March 2018 loan. 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 December 2017 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 | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — 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 Big Apple Energy (“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 | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 — 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 March 31, 2018 and December 31, 2017, 3,343,994 and 5,169,500 shares of common stock were issued and outstanding including 1,281,715 and 3,149,524 shares subject to redemption, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events As a result of the action taken by BAE, Jensyn management is evaluating Jensyn’s alternatives, and has scheduled a special meeting of stockholders in lieu of annual meeting for June 4, 2018 at which stockholders will be asked to approve an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must complete its initial business combination from June 5, 2018 to September 3, 2018. Subsequent to March 31, 2018, the Company received $58,000 of loans from Principal Shareholders that were used to fund the operations of the Company. |
Organization and Significant 15
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern At March 31, 2018, the Company had $23,570 in cash outside of the Trust Account and a working capital deficiency of $2,653,989. 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. |
Basis of Presentation | Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods presented. 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 therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2017. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. |
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 March 31, 2018 and December 31, 2017, the assets held in the Trust Account were valued at $22,059,642 and $41,019,387, respectively. During the three months ended March 31, 2018 and at March 31, 2018, the assets held in the Trust Account were invested in money market funds held in one financial institution. Due to the short-term nature of this investment, the fair value approximates the carrying amounts reflected in the balance sheets. |
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 uncertain tax positions is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of March 31, 2018 or December 31, 2017. At March 31, 2018 and December 31, 2017, there are no uncertain tax positions. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In November 2016 the Financial Accounting Standards Board (FASB) issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash" (ASU 2016-18), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. We adopted ASU 2016-18 during the three months ended March 31, 2018 on a retrospective basis. As a result, net cash used by operating activities increased by $37,954 for the three months ended March 31, 2017. Net cash provided by investing activities decreased by $41,480 for the three months ended March 31, 2017 and beginning-of-period cash and restricted cash increased by $41,019,387 and $40,473,422 in the three months ended March 31, 2018 and 2017, respectively. |
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 March 31, 2018, 1,281,715 of the 3,343,994 common shares outstanding were classified outside of permanent equity at their redemption value. At December 31, 2017, there were 3,149,524 of the 5,169,500 common shares outstanding classified outside of permanent equity at their redemption value. |
Accounts Payable and Accrued 16
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | At March 31, 2018 and December 31, 2017, the Company’s accounts payable and accrued expenses consisted of the following: At March 31, 2018 At December 31, 2017 Accounts Payable: Vendors $ 417,222 $ 213,228 Principal Shareholders and affiliates 111,338 111,038 Total accounts payable 528,560 324,266 Accrued Expenses: Services agreement with an entity owned by the Principal Shareholders, Jensyn Integrations Services LLC 250,000 220,000 Franchise taxes 21,223 17,508 Accrued legal expenses - 38,423 Accrued interest expense due to affiliate 19,482 7,522 Other 424 2,000 Total accrued expenses 291,129 285,453 Total accounts payable and accrued expenses $ 819,689 $ 609,719 |
Notes and Advances Payable (Tab
Notes and Advances Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes and Advances Payable | The following notes are non-interest bearing (unless otherwise specified) and are due at the completion of the initial business combination. March 31, 2018 December 31, 2017 Amounts due to Principal Shareholders $ 1,188,420 $ 1,048,420 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 (8% interest) 730,000 550,000 Less deferred financing costs - (62,871 ) Total notes and advances payable, net $ 1,919,420 $ 1,536,549 |
Organization and Significant 18
Organization and Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 02, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 05, 2018 | Dec. 31, 2017 | Dec. 06, 2017 | Sep. 30, 2017 | Sep. 06, 2017 |
Proceeds from public offering | $ 39,000,000 | |||||||
Proceeds from private placement of units, net of offering costs | 2,945,000 | |||||||
Continental stock transfer held in a trust account | $ 40,365,000 | |||||||
Cash | 23,570 | |||||||
Working capital deficiency | 2,653,989 | |||||||
Assets held in trust account value | 22,059,642 | $ 41,019,387 | ||||||
Accrued for penalties or interest | ||||||||
Uncertain tax positions | ||||||||
Common stock shares outstanding redemption | 1,281,715 | 3,149,524 | ||||||
Common shares issued redemption value | 3,343,994 | 5,169,500 | ||||||
Net cash used in operating activities | $ (140,111) | $ (64,046) | ||||||
Net cash provided by investing activities | 85,370 | 2,620 | ||||||
Financial Accounting Standards Board [Member] | ||||||||
Net cash used in operating activities | 37,954 | |||||||
Net cash provided by investing activities | 41,480 | |||||||
Increse in cash and restricted cash | $ 41,019,387 | $ 40,473,422 | ||||||
Private Placement [Member] | ||||||||
Percentage of redemption of outstanding public shares | 100.00% | |||||||
Trust account deposit for each three-month extension | $ 200,000 | |||||||
Public share redemption or conversion price | $ 10.35 | |||||||
Minimum net tangible assets | $ 5,000,001 | |||||||
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 | $ 186,704 | $ 200,000 | $ 200,000 | $ 200,000 | ||||
Public share redemption or conversion price | $ 10.63 | $ 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 outstanding public shares | 100.00% |
The Offering (Details Narrative
The Offering (Details Narrative) - USD ($) | Mar. 07, 2016 | Mar. 07, 2016 | Mar. 02, 2016 | Mar. 31, 2018 | Dec. 31, 2015 | Dec. 31, 2017 |
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. | |||||
Warrants exercise price per share | $ 11.50 | |||||
Proceeds from private placement | $ 2,945,000 | |||||
Share price | $ 12.50 | |||||
Common stock subject to redemption price per share | $ 10.63 | $ 10.52 | ||||
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] | ||||||
Exercise stock options | 429,000 | |||||
Warrant [Member] | ||||||
Exercise stock options | 390,000 | |||||
Jensyn Capital, LLC [Member] | ||||||
Number of units issued | 1,150,000 | |||||
Number of unit purchase option value | $ 25,029 | |||||
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 | |||||
Number of unit purchase option value | $ 2,750,000 | |||||
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 | |||||
Share price | $ 10 | $ 10 | ||||
Number of unit purchase option value | $ 100 | |||||
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 ($) | Apr. 30, 2016 | Mar. 07, 2016 | Mar. 07, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business combination percentage | 100.00% | ||||||||||
Share price | $ 12.50 | ||||||||||
Payment for services per month | $ 10,000 | ||||||||||
Monthly fee | 10,000 | ||||||||||
Directors expense | $ 31,288 | $ 36,600 | |||||||||
Accounts payable | $ 63,872 | 59,872 | 63,872 | ||||||||
Financing costs paid by related parties via transfer of common stock | $ 19,130 | 19,130 | |||||||||
Private Placement [Member] | |||||||||||
Common stock, shares issued | 294,500 | ||||||||||
Through October 1, 2017 [Member] | Maximum [Member] | |||||||||||
Issuance of debt | $ 325,000 | ||||||||||
October 2, 2017 through January 1, 2018 [Member] | Maximum [Member] | |||||||||||
Issuance of debt | 375,000 | ||||||||||
January 1, 2018 through April 1,2018 [Member] | Maximum [Member] | |||||||||||
Issuance of debt | $ 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 | $ 1,188,420 | 1,048,420 | ||||||||
Due to related party | 550,000 | 730,000 | 550,000 | ||||||||
Advances to affiliate | 1,000 | 1,000 | 1,000 | ||||||||
Issuance of debt | 350,000 | $ 200,000 | 180,000 | ||||||||
Trust account deposit for each three-month extension | $ 200,000 | $ 200,000 | $ 180,000 | $ 200,000 | |||||||
Interest on unsecured note | 8.00% | 8.00% | 8.00% | ||||||||
Reimbursement amount | $ 90,000 | ||||||||||
Loan cost | 48,370 | $ 41,502 | $ 0 | ||||||||
Repayment of related party | 4,000 | ||||||||||
Jensyn Capital, LLC [Member] | Private Placement [Member] | |||||||||||
Common stock, shares issued | 275,000 | ||||||||||
Aggregate purchase price | $ 2,750,000 | ||||||||||
Share offering price | $ 10 | $ 10 | |||||||||
Jensyn Capital, LLC [Member] | Unsecured Promissory Notes [Member] | |||||||||||
Debt face amount | 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 | $ 250,000 | $ 220,000 |
Accounts Payable and Accrued 21
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Vendors | $ 417,222 | $ 213,228 |
Principal Shareholders and affiliates | 111,338 | 111,038 |
Total accounts payable | 528,560 | 324,266 |
Services agreement with an entity owned by the Principal Shareholders, Jensyn Integrations Services LLC | 250,000 | 220,000 |
Franchise taxes | 21,223 | 17,508 |
Accrued legal expenses | 38,423 | |
Accrued interest expense due to affiliate | 19,482 | 7,522 |
Other | 424 | 2,000 |
Total accrued expenses | 291,129 | 285,453 |
Total accounts payable and accrued expenses | $ 819,689 | $ 609,719 |
Notes and Advances Payable (Det
Notes and Advances Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Notes and advances payable | $ 1,536,549 | $ 1,919,420 | $ 1,536,549 | ||
Financing costs paid by related parties via transfer of common stock | $ 19,130 | $ 19,130 | |||
Business Combination [Member] | |||||
Debt instrument interest percentage | 8.00% | 8.00% | 8.00% | 8.00% | |
Jensyn Capital, LLC [Member] | |||||
Issuance of promissory note | $ 350,000 | $ 200,000 | $ 180,000 | ||
Debt instrument interest percentage | 8.00% | 8.00% | 8.00% | ||
Loan cost | $ 48,370 | $ 41,502 | $ 0 | ||
Jensyn Capital, LLC [Member] | Shareholders [Member] | |||||
Number of shares transferred | 1,913 | 37,000 |
Notes and Advances Payable - Sc
Notes and Advances Payable - Schedule of Notes and Advances Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Amounts due to Principal Shareholders | $ 1,188,420 | $ 1,048,420 |
Less deferred financing costs | (62,871) | |
Total notes and advances payable, net | 1,919,420 | 1,536,549 |
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 | $ 730,000 | $ 550,000 |
Notes and Advances Payable - 24
Notes and Advances Payable - Schedule of Notes and Advances Payable (Details) (Parenthetical) | Mar. 31, 2018 | Dec. 31, 2017 |
Jensyn Capital, LLC [Member] | ||
Debt interest rate | 8.00% | 8.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Amount agreed to pay for aggregate services | $ 10,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | ||
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 | 2,062,279 | 2,019,976 |
Common stock, shares, outstanding | 2,062,279 | 2,019,976 |
Number of shares subject to possible redemption | 1,281,715 | 3,149,524 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Subsequent Event [Member] | Principal Shareholders [Member] | |
Proceeds from loan | $ 58,000 |