Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 28, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | TMSR HOLDING Co Ltd | ||
Entity Central Index Key | 1,641,398 | ||
Trading Symbol | TMSR | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 20 | ||
Entity Common Stock, Shares Outstanding | 11,374,815 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 72,178 | $ 150,306 |
Prepaid assets | 10,000 | 15,580 |
Total current assets | 82,178 | 165,886 |
Trust account | 40,407,026 | 50,109,326 |
Total assets | 40,489,204 | 50,275,212 |
CURRENT LIABILITIES: | ||
Accounts payable | 126,784 | 19,922 |
Accrued expenses | 394,652 | 82,647 |
Due to affiliates | 140,500 | 140,500 |
Total current liabilities | 661,936 | 243,069 |
Common stock subject to possible redemption: 3,036,888 and 4,000,000 shares (at a redemption value of approximately $10 per share) at December 31, 2017 and December 31, 2016, respectively (See Note 2) | 30,368,880 | 40,000,000 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 15,000,000 shares authorized; 2,562,500 shares issued and outstanding (excluding 3,036,888 and 4,000,000 shares subject to redemption) at December 31, 2017 and December 31, 2016, respectively (See Note 2) | 256 | 256 |
Additional paid-in capital | 10,807,708 | 10,807,708 |
Accumulated deficit | (1,349,576) | (775,821) |
Total stockholders' equity | 9,458,388 | 10,032,143 |
Total liabilities and stockholders' equity | $ 40,489,204 | $ 50,275,212 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, redemption shares | 3,036,888 | 4,000,000 |
Common stock, redemption per share | $ 10 | $ 10 |
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 | 2,562,500 | 2,562,500 |
Common stock, shares outstanding | 2,562,500 | 2,562,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | 906,279 | 627,579 |
Loss from operations | (906,279) | (627,579) |
Interest income | 332,524 | 85,963 |
Net loss attributable to common stock (excluding shares subject to possible redemption) | $ (573,755) | $ (541,616) |
Basic and diluted net loss per share | $ (0.22) | $ (0.21) |
Weighted average number of common stock outstanding | ||
Basic and diluted (excluding shares subject to possible redemption) | 2,562,500 | 2,562,500 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2015 | $ 10,623,279 | $ 256 | $ 10,857,228 | $ (234,205) |
Balance, shares at Dec. 31, 2015 | 2,562,500 | |||
Cancellation of Common stock issuable to Firstrust | (65,066) | (65,066) | ||
Stock-based compensation recorded for options issued to directors by the sponsor | 15,546 | 15,546 | ||
Net loss | (541,616) | (541,616) | ||
Balance at Dec. 31, 2016 | 10,032,143 | $ 256 | 10,807,708 | (775,821) |
Balance, shares at Dec. 31, 2016 | 2,562,500 | |||
Net loss | (573,755) | (573,755) | ||
Balance at Dec. 31, 2017 | $ 9,458,388 | $ 256 | $ 10,807,708 | $ (1,349,576) |
Balance, shares at Dec. 31, 2017 | 2,562,500 |
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 | $ (573,755) | $ (541,616) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issuable for consulting fees | 97,600 | |
Stock-based compensation for director fees | 15,546 | |
Changes in operating assets and liabilities | ||
Increase in prepaid expenses | 5,580 | 10,121 |
Increase in accounts payable | 106,862 | (7,785) |
Increase in accrued expenses | 312,005 | 39,359 |
Net cash used in operating activities | (149,308) | (386,775) |
Cash flows from investing activities: | ||
Withdrawal from Trust Account upon redemption of 963,112 shares | 9,631,120 | |
Interest income withdraw (reinvested) in Trust Account | 71,180 | (85,963) |
Net cash provided by (used in) investing activities | 9,702,300 | (85,963) |
Cash flows from financing activities: | ||
Redeemption of 963,112 shares | (9,631,120) | |
Net cash used in financing activities | (9,631,120) | |
Net change in cash | (78,128) | (472,738) |
Cash, beginning of year | 150,306 | 623,044 |
Cash, end of year | 72,178 | 150,306 |
Non-cash investing and financing activities | ||
Cancellation of common stock issued for future services included in unamortized prepaid expenses | $ 65,066 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2017shares | |
Statement of Cash Flows [Abstract] | |
Withdrawal from Trust Account upon redemption | 963,112 |
Redeemption, shares | 963,112 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2017 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General TMSR Holding Company Limited (the “Company,” “we” or “us” or “our”), formerly known as JM Global Holding Company, was a blank check company incorporated in Delaware on April 10, 2015. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (“Business Combination”). The Company’s sponsor is Zhong Hui Holding Limited, a Seychelles limited company (the “Sponsor”). The Company has selected December 31 as its fiscal year end. On February 6, 2018, in connection with consummation of the business combination with China Sunlong Environmental Technology, Inc., a Cayman Islands business company with limited liability (“Sunlong”); Sunlong, the Company filed with the Secretary of State of Delaware the Second Amended and Restated Certificate of Incorporation of the Company to change the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited”. Pursuant to the Share Exchange Agreement, JM Global acquired from Sunlong all of the issued and outstanding equity interests of Sunlong in exchange for 8,995,428 newly-issued shares of common stock of the Company to Sellers. 899,544 of these newly-issued shares are held in escrow for 18 months from the closing date of the Business Combination as a security for the Company and the Sellers’ indemnification obligations under the Share Exchange Agreement. As a result of the Business Combination, the Sellers, as the former shareholders of Sunlong, became the controlling shareholders of the Company and Sunlong became a subsidiary of the Company. The Share Exchange was accounted for as a reverse merger effected by a share exchange, wherein Sunlong is considered the acquirer for accounting and financial reporting purposes. The Company’s units ceased trading as of February 6, 2018, and the Company’s common stock and warrants started to trade on the Nasdaq Stock Market under the ticker symbols “TMSR” and “TMSRW,” respectively, on February 7, 2018. After the Business Combination, TMSR, through Sunlong, operates two business divisions: Shengrong, which engages in the production and sales of solid waste recycling and comprehensive utilization equipment; and TJComex, which engages in provision of commodity exchange services and ship exchange consulting services. Shengrong, is focused on the research, development, production and sale of an array of solid waste recycling systems for the mining and industrial sectors in the PRC. Shengrong provides end users in these markets with a clean alternative to traditional waste disposal by significantly reducing solid waste discharge into the environment and enabling such users to extract value from valuable metals and other industrial waste materials.TJComex is engaged in iron ore trading, wine import and resale, and Agarwood trading. TJComex also generated revenue from ship exchange consulting services during the first quarter 2017 but this may not be the future focus of TJComex. On February 6, 2018, as a result of the consummation of the Business Combination, which fulfilled the “initial Business Combination” requirement of the Company’s amended and restated certificate of incorporation, the Company ceased to be a shell company upon the closing of the Business Combination. Financing The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 4) was declared effective by the United States Securities and Exchange Commission (“SEC”) on July 23, 2015. The Sponsor purchased, simultaneously with the closing of the Public Offering on July 29, 2015, 250,000 units at $10.00 per unit in a private placement for an aggregate price of $2,500,000. Each unit purchased is substantially identical to the units sold in the Public Offering, except that the Sponsor has agreed that it will not seek redemption of the stock contained within such units. In addition, the Sponsor purchased an aggregate of 3,000,000 units in the Public Offering. The Sponsor had agreed that it will not seek redemption of 1,000,000 shares of the 3,000,000 shares purchased in the Public Offering. In the event that the Company was unable to complete its initial Business Combination within the required time frame, the non-redeemable 1,000,000 Sponsor shares will be entitled to the liquidation rights described in the “Business Combination” section. In October 2017, the Company agreed to permit its Sponsor to redeem an additional 350,000 of the non-redeemable shares. As a result, the number of non-redeemable Sponsor shares was reduced to 650,000 . The Company initially had until July 29, 2017 to consummate its initial Business Combination. This date was extended to April 30, 2018 as described in Note 2 below. If the Company was unable to consummate its initial Business Combination within such time period, the Company would have had to distribute the aggregate amount then on deposit in the Trust Account pro rata to its public shareholders by way of the redemption of their shares and would cease all operations except for the purposes of winding up of its affairs, as further described herein. In such event, the Company’s warrants would expire worthless. The Company expected the per share redemption price to be $10.00 per common share, without taking into account any interest earned on such funds. However, the Company would not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In that case, it would be possible that the per-share value of the residual assets remaining available for distribution would be less than the price per Unit in the Public Offering. Upon the closing of the Public Offering and the private placement, $50,000,000 was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. A total of approximately $40.4 million remained in the Trust Account as of December 31, 2017 (See Note 7). Going Concern and Liquidation Prior to the Business Combination, none of our Sponsor, stockholders, officers or directors, or third parties, are under any obligation to advance us funds, or to invest in us. Accordingly, we would not be able to obtain additional financing. If we are unable to raise additional capital, we would be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. Additionally, the Company had until April 30, 2018 (See Note 2) to complete its initial business combination. If the Company did not completed its initial business combination by that time, the Company would distribute the aggregate amount then on deposit in the Trust Account, pro rata, to our public shareholders by way of redemption and cease all operations except for purposes of the winding up of our affairs. These conditions raise substantial doubt about our ability to continue as a going concern prior to the Business Combination. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As the Company completed the Business Combination on February 6, 2018, the Company no longer has a going concern issue. Trust Account An amount equal to 100% of the gross proceeds of the Public Offering received on July 29, 2015 is held in a Trust Account invested in U.S. government securities meeting the conditions of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the 1940 Act, as determined by the Company until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account. Other than the withdrawal of interest to pay taxes or for working capital, if any, none of the funds held in trust may be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100% of the outstanding public shares included in the units sold in the Public Offering if the Company is unable to complete the Business Combination within the required timeframe. On July 27, 2017, in connection with the Special Meeting (see Note 2), the Company and Continental entered into the Trust Amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the Company’s initial Public Offering in the event the Company has not consummated a Business Combination was extended from July 29, 2017 to January 29, 2018. On January 29, 2018, in connection with the Special Meeting (see Note 2), the Company and Continental entered into the Trust Amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the Company’s initial Public Offering in the event the Company has not consummated a Business Combination was extended from January 29, 2018 to April 30, 2018. Through December 31, 2017, the Company had withdrawn $47,269 from interest earned on the trust proceeds and $9,631,120 upon redemption of 963,112 shares of common stock. Subsequent to December 31, 2017, the Company withdrew approximately $32,200,010 from its Trust Account upon redemption of 3,220,001 shares of common stock. The remaining amount in the Trust Account was release to the Company and the Trust account was terminated as a result of the Business Combination as of the date of this report. Furthermore, no amounts are payable to the underwriters of our initial public offering. Business Combination The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Public Offering and the private would placement, although substantially all of the net proceeds of the Public Offering and the private placement are intended to be generally applied toward consummating a Business Combination. There was no assurance that the Company would be able to successfully effect a Business Combination. On February 6, 2018, the Company consummated the Business Combination with Sunlong and issued 8,995,428 shares of common stock of the Company to Sunlong. As of the date of this report, the Company has satisfied the Business Combination requirements. The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, may decide to not submit the transaction for stockholder approval, unless otherwise required by law. The Company will proceed with a Business Combination if it is approved by the board of directors. In the event that the Company is required to seek stockholder approval in connection with its initial Business Combination, the Company will proceed with a Business Combination only if a majority of the aggregate outstanding shares that are voted in favor of the Business Combination. In connection with such a vote, the Company will provide its stockholders with the opportunity to redeem their shares of common stock upon the consummation of its initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company for working capital purposes or the payment of taxes, divided by the number of then outstanding shares of common stock that were sold as part of the Units in the Public Offering, which the Company refers to as its public shares, subject to the limitations described within the registration statement and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed Business Combination. These shares of common stock, excluding the 1,000,000 non-redeemable shares of the 3,000,000 shares purchased in the Public Offering by the Sponsor, are recorded at a redemption value as of December 31, 2017 and December 31, 2016 and classified as temporary equity upon the completion of the Public Offering, in accordance with ASC Topic 480 “Distinguishing Liabilities from Equity”. The Company subsequently agreed to permit its Sponsor to redeem an additional 350,000 of the 1,000,000 non-redeemable shares. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company had until April 30, 2018 (the “Combination Period”) to consummate its initial Business Combination. If the Company is unable to complete its initial Business Combination within the required timeframe the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for working capital, but net of any taxes, pro rata Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of its financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Extension, Trust Amendment and
Extension, Trust Amendment and Agreement for Business Combination | 12 Months Ended |
Dec. 31, 2017 | |
Extension, Trust Amendment And Agreement For Business Combination [Abstract] | |
EXTENSION, TRUST AMENDMENT AND AGREEMENT FOR BUSINESS COMBINATION | 2. EXTENSION, TRUST AMENDMENT AND AGREEMENT FOR BUSINESS COMBINATION Extension On July 27, 2017, at the Special Meeting of Stockholders (the “Special Meeting”), the Company’s stockholders approved the following items: (i) an amendment (the “Extension Amendment”) to the Company’s Certificate of Incorporation to extend the date by which the Company has to consummate a Business Combination (the “Extension”) from July 29, 2017 to January 29, 2018 (the “Extended Date”); and (ii) an amendment (the “Trust Amendment”) to the investment management trust agreement, dated July 23, 2015, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a Business Combination to the Extended Date. The Company received 98.3% of the affirmative vote of the Company’s outstanding shares of common stock to approve the Extension Amendment and the Trust Amendment. The purpose of the Extension was to allow the Company more time to complete a Business Combination. On January 29, 2018, the Company held a special meeting of stockholders (the “Second Special Meeting”). At the Second Special Meeting, the Company’s stockholders approved the following items: (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation extending the date by which the Company must consummate its initial business combination and the date for cessation of operations of the Company if the Company has not completed an initial business combination from January 29, 2018 to April 30, 2018 (the “Second Extended Date”) or such earlier date as determined by the Board of Directors of the Company (the “Second Extension Amendment “) and (ii) an amendment (the “Second Amendment to Trust Agreement”) to the Continental Agreement (the “Trust Agreement”) between the Company and Continental extending the date on which to commence liquidation of the Trust Account in accordance with the Trust Agreement, as amended by the Amendment to Trust Agreement, from January 29, 2018 to April 30, 2018 (the “Second Trust Amendment”). Trust Amendment Following redemptions of 963,112 of the Company’s shares in connection with the Extension, a total of approximately $40.4 million remains in the Trust Account. On July 27, 2017, in connection with the Special Meeting, the Company and Continental entered into the Trust Amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the Company’s initial Public Offering in the event the Company has not consummated a Business Combination was extended from July 29, 2017 to January 29, 2018. Second Trust Amendment Following redemptions of additional 9,576 of the Company’s shares in connection with the Second Extension, a total of approximately $40.4 million remains in the Trust Account. In October 2017, the Company agreed to permit its Sponsor to redeem an additional 350,000 of the non-redeemable shares. As a result, the number of non-redeemable Sponsor shares was reduced to 650,000. On January 29, 2018, in connection with the Second Special Meeting, the Company and Continental entered into the Second Trust Amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the Company’s initial Public Offering in the event the Company has not consummated a Business Combination was extended from January 29, 2018 to April 30, 2018. Business combination General Terms, Effects, and Consideration On August 28, 2017, the Company entered into a Share Exchange Agreement with China Sunlong Environmental Technology, Inc., a Cayman Islands company (“CaymanCo”), each of CaymanCo’s shareholders (collectively, the “Sellers”), the Company’s sponsor, Zhong Hui Holding Limited, in the capacity as the representative for the Company’s stockholders prior to the closing of the Business Combination (as defined below) (the “Purchaser Representative”), and Chuanliu Ni, in the capacity as the representative for the Sellers (the “Seller Representative”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Company will effect an acquisition of CaymanCo, which primarily conducts its business through its indirect wholly-owned subsidiaries, Hubei Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd. (“Hubei Shengrong”) and Tianjin Commodity Exchange Company Limited (“TJComex” and collectively with CaymanCo and its subsidiaries, the “Sunlong”) by acquiring from the Sellers all outstanding equity interests of CaymanCo (the “Business Combination”). Pursuant to the Share Exchange Agreement, in exchange for all of the outstanding shares of Sunlong, the Company issued a number of shares of our common stock (the “Exchange Shares”) at $10.00 per share based on an adjusted equity valuation of CaymanCo (the “Adjusted Equity Value”) determined by starting with a base valuation of $92.0 million, deducting the amount of indebtedness (net of cash) of Sunlong as of the closing, deducting the amount of unpaid transaction expenses incurred by Sunlong, and increasing (or decreasing if negative) such valuation to the extent that the net working capital (excluding indebtedness, cash and transaction expenses) of Sunlong as of the closing is greater than $26.55 million. Ten percent (10%) of the Exchange Shares (“Escrow Shares”) were deposited in escrow at the closing of the Business Combination (which is also referred to herein as the closing) and subject to forfeiture back to us (along with dividends and other earnings otherwise payable with respect to such Escrow Shares) in the event that the Purchaser Representative successfully brings an indemnification claim under the Exchange Agreement on behalf of our shareholders. The Exchange Shares, including the Escrow Shares, were allocated among the Sellers pro-rata based on each Seller’s ownership of CaymanCo prior to the Business Combination. The Exchange Shares are subject to a lock-up as set forth in the Lock-Up Agreement as described elsewhere in the preliminary proxy statement filed with the Securities and Exchange Commission on October 11, 2017. Pursuant to the Share Exchange Agreement, the Company issued 8,995,428 newly-issued shares of common stock of the Company to Sunlong. 899,544 of these newly-issued shares are held in escrow for 18 months from the closing date of the Business Combination as a security for the Company and the Sellers’ indemnification obligations under the Share Exchange Agreement. The Escrow Shares have been held in an escrow account maintained by a mutually agreed escrow agent (the “Escrow Agent”). While the Escrow Shares are held in escrow, any dividends and other distributions otherwise payable with respect to the Escrow Shares are held back by the Company and not paid until the Escrow Shares are released from escrow to the Sellers, but the Sellers are entitled to vote the Escrow Shares. The Business Combination was accounted for as a “reverse merger” in accordance with accounting principles generally accepted in the U.S. Under this method of accounting, the Company was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Sunlong comprising ongoing operations of the combined company, Sunlong’s senior management comprising the senior management of the combined company, and Sunlong stockholders having a majority of the voting power of the combined company. For accounting purposes, Sunlong will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Sunlong (i.e., a capital transaction involving the issuance of stock by the Company for the stock of Sunlong). Accordingly, the consolidated assets, liabilities and results of operations of Sunlong will become the historical financial statements of the combined company, and the Company’s assets, liabilities and results of operations will be consolidated with Sunlong beginning on the acquisition date. Representations and Warranties The Share Exchange Agreement contains a number of representations and warranties made by the Company, on the one hand, and Sunlong, on the other hand, made for the benefit of the other, which in certain cases are subject to specified exceptions and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to the Share Exchange Agreement. The representations and warranties are customary for transactions similar to the Business Combination. Each representation, warranty, covenant, undertaking and agreement contained in the Share Exchange Agreement will expire as of, and will not survive, the consummation of the Business Combination. Conditions to Closing The obligation of the parties to complete the Business Combination is subject to the fulfillment of certain closing conditions, including, among others: (i) the approval by the Company’s shareholders of the election of certain directors to serve as directors on its board of directors (ii) the expiration or termination of the regulatory waiting periods under any applicable antitrust laws and the receipt of any other required governmental and regulatory approvals and consents, (iii) the entrance by the applicable parties into the Escrow Agreement, the Lock-Up Agreement, the Non-Competition and Non-Solicitation Agreement and the Registration Rights Agreement, (iv) no material adverse effect shall have occurred with respect to the other party (or with respect to CaymanCo, its subsidiaries) since the date of the Share Exchange Agreement (v) the approval by the Company’s shareholders of the election of certain directors to serve as directors on its board of directors, (vi) that upon the closing, and after giving effect to the redemptions, the Company has at least $5,000,001 in net tangible assets (excluding the assets and liabilities of Sunlong), and (vii) that the net working capital of Sunlong shall be at least $22,000,000. Termination The Share Exchange Agreement might be terminated under certain customary and limited circumstances at any time prior to closing, including by either party if the transactions contemplated by the Share Exchange Agreement was not completed by January 29, 2018; provided that the party seeking to terminate should not have breached in any material respect its obligations in any manner that had proximately caused the failure to consummate the Business Combination. The Company subsequently extended the Share Exchange Agreement completion date to April 30, 2018. If the Share Exchange Agreement was terminated, all further obligations of the parties under the Share Exchange Agreement would terminate and would be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination and termination fees, waiver against trust, and certain general provisions would continue in effect), and neither the Company nor Sunlong would have any further liability to any other party thereto except for liability for any fraud claims or willful breach of the Merger Agreement prior to such termination. In the event that JM Global terminated the Share Exchange Agreement for a breach by CaymanCo or the Sellers, CaymanCo would be required to pay to JM Global as liquidated damages a termination fee equal to $500,000, plus transaction expenses incurred by JM Global and its affiliates, provided that CaymanCo and the Sellers would not be relieved of liability for any fraud claims or willful breach of the Share Exchange Agreement prior to such termination. Other Agreements The Business Combination also called for additional agreements, including, among others, the Escrow Agreement, the Non-competition Agreements, the Lock-Up Agreements, and the Registration Rights Agreement, as described elsewhere in the preliminary proxy statement filed with the Securities and Exchange Commission on October 11, 2017. On February 2, 2018, The Company held a special meeting of stockholders (the ” Approval Meeting”). At the Approval Meeting, the Company’s stockholders approved the Company’s proposed business combination (the “Business Combination”) with Sunlong and related matters. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC’). Net loss per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At December 31, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2017 and 2016, the Company has a deferred tax assets of approximately $581,000 and $328,000 related to the net operating loss carryforwards of approximately $1,534,000 and $890,000, respectively (which begin to expire in 2035) and start-up costs. Management has determined that a full valuation allowance of their deferred tax assets is appropriate at this time. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of December 31, 2017 and 2016. No amounts were accrued for the payment of interest and penalties at December 31, 2017 and 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The 2017 Tax Act significantly revised the U.S. Tax code by, in part but not limited to, reducing the U.S. corporate tax rate from 35% to 21% and imposing a mandatory one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. The SEC staff acknowledged the challenges companies face incorporating the effects to tax reform by their financial reporting deadlines, In response, On December 22, 2017 , the SEC staff issued Staff Accounting Bulletin No. 118, or SAB 118, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete accountings for certain income tax effects of the 2017 Tax Act. The Company will continue to gather and evaluate the income tax impact of the 2017 Tax Act. The Company does not expect changes to the Company’s provisional amounts of any of its estimates regarding taxes would result in material charges or credits in the future reporting periods. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2017 and December 31, 2016. Cash and securities held in Trust Account At December 31, 2017 and December 31, 2016, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Accrued expenses and due to affiliate Accrued expenses represent amounts the Company owes to its vendors for services that have been provided but not paid for, state franchise tax as well as an affiliate of the Sunlong advanced to the Company for paying the Company’s working capital. These advances are non-interest bearing, unsecured and payable on demand. At December 31, 2017 and December 31, 2016 there was approximately $395,000 and $83,000, respectively, accrued for state franchise tax and third party advance in the Company’s accrued expenses. Due to affiliate represents entity costs and offering costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand. Redeemable common stock 4,000,000 of the 5,000,000 shares of common stock sold as part of the units in the Public Offering contain a redemption feature which allows for the redemption of common stock 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 charter 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. As described in Note 2, in connection with the Extension, 963,112 of the Company’s outstanding shares of common stock were redeemed in July 2017. Accordingly, at December 31, 2017 and December 31, 2016, 3,036,888 and 4,000,000 Public Shares were classified outside of permanent equity at its redemption value, respectively. In addition to the 4,000,000 common stock with a redemption feature, the Company subsequently agreed to permit its Sponsor to redeem an additional 350,000 of the non-redeemable shares. Also, 9,576 of the Company’s outstanding shares of common stock were redeemed in January 2018 and an additional 3,210,425 of the Company’s outstanding shares of common stock were redeemed in February 2018. Recently issued accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In April 2016, FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606. The Company does not expect the adoption of the ASU to have any impact on its consolidated financial statements. In May 2016, FASB issued ASU No. 2016-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company is assessing the impact of the adoption of the ASU on its consolidated financial statements, disclosure requirements and methods of adoption. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2017 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | 4. PUBLIC OFFERING On July 29, 2015, the Company sold 5,000,000 units at a purchase price of $10.00 per unit (“Public Units”) in the Public Offering. Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one common stock purchase warrant. The Company did not register the shares of common stock issuable upon exercise of the warrants at the time of the Public Offering. However, the Company has agreed to use its best efforts to file and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of common stock until the earlier of the date the warrants expire or are redeemed and, the date on which all of the warrants have been exercised and to qualify the resale of such shares under state blue sky laws, to the extent an exemption is not available. Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will become exercisable on the later of (a) 30 days after the consummation of its initial Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of its initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the Trust Account. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. The Company paid an upfront underwriting discount of $1,250,000 (approximately 2.5% of the gross proceeds of the Public Offering) to the underwriters at the closing of the Public Offering. The amount was charged to the additional paid in capital account. The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 400,000 units exercisable at $10.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing the initial Business Combination, the option will effectively represent the right to purchase up to 400,000 shares of common stock and 400,000 warrants to purchase 200,000 shares at $11.50 per full share for an aggregate maximum amount of $6,300,000. The units issuable upon exercise of this option are identical to those issued in the Public Offering. (See Note 6). As of December 31, 2017, no warrants were exercised. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS Founder shares In April 2015, the Sponsor purchased 1,504,688 shares of the Company’s common stock (the “Founder Shares”) for $25,000, or $0.01662 per share, which included an aggregate of 192,188 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the overallotment option was not exercised by the underwriter. In June 2015, our Sponsor transferred 164,063 Founder Shares to each of Tim Richerson, our Chief Executive Officer, and Peter Nathanial, our President, as well as 3,000 Founder Shares to each of Messrs. Jetta and Qu, our independent directors. These 334,126 Founder Shares were not subject to forfeiture in the event the underwriter’s overallotment option was not exercised in full. The Founder Shares are identical to the shares of common stock included in the Units sold in the Public Offering, except that (1) the founder shares are subject to certain transfer restrictions, as described in more detail below, and (2) our initial stockholders have agreed: (i) to waive their redemption rights with respect to their founder shares in connection with the consummation of a Business Combination and (ii) to waive their redemption rights with respect to their founder shares if we fail to complete our Business Combination within the required timeframe. However, our initial stockholders will be entitled to redemption rights with respect to any public shares they hold by way of public market purchase if we fail to consummate a Business Combination within such time period. If we submit our initial Business Combination to our public stockholders for a vote, our initial stockholders have agreed to vote their shares and any public shares held in favor of our initial Business Combination. The initial stockholders own founder shares equal to 20.0% of the Company’s issued and outstanding shares (not including the placement shares). On September 8, 2015, the Sponsor forfeited 192,188 Founder Shares since the overallotment was not exercised, so that the initial stockholders owned 20.0% of the Company’s issued and outstanding shares of common stock (not including the placement shares). Our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after our initial Business Combination (the “lock up”). Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, or if we consummate a transaction after our initial Business Combination which results in our stockholders having the right to exchange their shares for cash or property, the Founder Shares will be released from the lock-up. The Sponsor purchased an aggregate of 3,000,000 units in the Public Offering. The Sponsor has agreed that it will not seek redemption of 1,000,000 shares included in such units. Subsequent to December 31, 2017, the Company agreed to permit the Sponsor to redeem an additional 350,000 of such non-redeemable shares, such that the Sponsor may redeem up to an aggregate of 2,350,000 shares on the same terms as the Public Shares. In July 2015, the Sponsor purchased 250,000 placement units, each consisting of one share of common stock and one warrant to purchase one-half of one share of common stock at a price of $5.75 per half share, at a price of $10.00 per unit ($2,500,000 in the aggregate,) in a private placement that occurred simultaneously with the completion of the Public Offering. In addition, possible working capital loans by our Sponsor, management team, their affiliates and other third parties may be converted into warrants of the post-business combination entity at a price of $0.50 per warrant (a maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants). The placement warrants, and the loan warrants, if any, are (or will be) identical to the warrants sold in the Public Offering, except that, if held by our Sponsor or its permitted assigns, they (a) may be exercised for cash or on a cashless basis; (b) are not subject to being called for redemption and (c) they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of our initial Business Combination. The Sponsors have agreed that the warrants purchased will not be sold or transferred until 30 days following consummation of a Business Combination, subject to certain limited exceptions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the warrants issued to the initial stockholders will expire worthless. In October 2016, the Company’s CEO and President sold an aggregate of 268,126 founder shares to, Zhong Hui Holding Limited at the purchase price of $0.017 per share, pursuant to the Securities Assignment Agreement dated October 11, 2017. In October 2017, Zhong Hui Holding Limited sold an aggregate of 170,000 founder shares to the Company’s CEO and President at the purchase price of $0.017 per share, pursuant to the Securities Assignment Agreement dated October 11, 2017. The private placement warrants and the common shares issuable upon exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the consummation of our initial Business Combination and the placement warrants will be non-redeemable so long as they are held by our Sponsor or its affiliates or designees. If the private placement warrants are held by someone other than the Sponsor, or its respective permitted transferees, the private placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Due to Affiliates For the period from April 10, 2015 (date of inception) through December 31, 2017, the Company’s Sponsor advanced to us a total, net of repayments, of $140,500 which has been used for the payment of costs associated with the Public Offering. These advances are non-interest bearing, unsecured and due on demand. Total amounts due to the sponsor were $140,500 at December 31, 2017 and December 31, 2016, respectively. For the period from April 10, 2015 (date of inception) through December 31, 2016, an officer of the Company advanced us approximately $53,000 for expenses related to the Public Offering. These advances were repaid as of December 31, 2016. In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment, other than the interest income earned thereon. Up to $1,000,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the placement warrants. The terms of such loans by our Sponsors, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of the date of this report, there were no loans converted to warrants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES The underwriter was entitled to an underwriting discount of two and a half percent (2.5%), which was paid in cash. The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 400,000 units exercisable at $10.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing of our initial Business Combination, the option will effectively represent the right to purchase up to 400,000 shares of common stock and 400,000 warrants to purchase 200,000 shares at $11.50 per full share for an aggregate maximum amount of $6,300,000. The units issuable upon exercise of this option are identical to those offered in the Public Offering. This option may be exercised during the five-year period from the date of the Public Offering commencing on the later of the consummation of an initial Business Combination and the one-year anniversary of the date of the Public Offering. The Company accounts for the fair value of the unit purchase option, net of the receipt of the $100 cash payment, as an expense of the Public Offering resulting in a charge directly to stockholders’ equity. The Company estimates the fair value of this unit purchase option is approximately $2.02 per unit (for a total fair value of approximately $669,114) using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriter is estimated as of the date of grant using the following assumptions: (1) expected volatility of 11.15%, (2) risk-free interest rate of 1.36% and (3) expected life of 5 years. Because the Company’s units do not have a trading history, the volatility assumption is based on information currently available to management. The volatility assumption was calculated using the average volatility of exchange-traded funds tracking various indices, which are representative of the sectors on which the company intends to focus for the initial business transaction, including: Fidelity Select Consumer Staples Portfolio, Rydex Consumer Products Fund, Icon Consumer Staples, Putnam Global Consumer Fund, and Vanguard Consumer Staples ETF. The Company believes that the volatility estimate is a reasonable benchmark to use in estimating the expected volatility of the units. Although an expected life of five years was used in the calculation, if the Company does not consummate a Business Combination within the prescribed time period and it liquidates, the option will become worthless. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying warrants and the market price of the Units and underlying shares of common stock) to exercise the unit purchase option without the payment of cash. |
Trust Account
Trust Account | 12 Months Ended |
Dec. 31, 2017 | |
Trust Account [Abstract] | |
TRUST ACCOUNT | 7. TRUST ACCOUNT A total of $50,000,000, which includes $47,500,000 of the net proceeds from the Public Offering and $2,500,000 from the sale of the Private Warrants, has been placed in the Trust Account. As of December 31, 2017 and December 31, 2016, the balance in the Trust Account was $40,407,026 and $50,109,326, respectively. As of December 31, 2017, the Company’s Trust Account consisted of $40,363,707 in U.S. Treasury Bills, $7,026 in accrued interest and $36,293 in cash. As of December 31, 2016, the Company’s Trust Account consisted of $49,940,597 in U.S. Treasury Bills, $5,400 in accrued interest and $163,329 in cash. The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments - Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying December 31, 2017 and December 31, 2016 balance sheets and adjusted for the amortization or accretion of premiums or discounts. The carrying amount, excluding interest income, gross unrealized holding gains and fair value of held-to-maturity securities at December 31, 2017 and December 31, 2016 are as follows: Held-To-Maturity Carrying Accrued Interest Fair Value December 31, 2017 U.S. Treasury Bills $ 40,363,707 $ 7,026 $ 40,370,733 December 31, 2016 U.S. Treasury Bills $ 49,940,597 $ 5,400 $ 49,945,997 As discussed in Note 2, the Trust Amendment extended the date on which to commence liquidating the Trust Account in the event the Company has not consummated a Business Combination from July 29, 2017 to January 29, 2018. The Second Trust Amendment extended the date on which to commence liquidating the Trust Account in the event the Company has not consummated a Business Combination from January 28, 2018 to April 30, 2018.In July, 2017, 963,112 of the Company’s outstanding shares of common stock were redeemed which left approximately $40.4 million in the Trust Account at December 31, 2017. Additional 9,576 and 3,210,425 of the Company’s outstanding shares of common stock were redeemed in January 2018 and February 2018, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The Company complies with ASC 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table’s present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017, and December 31, 2016, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description Total Value Quoted Significant Significant Assets: December 31, 2017 Cash and U.S. Treasury Bills held in Trust Account $ 40,404,377 $ 40,404,377 $ - $ - December 31, 2016 Cash and U.S. Treasury Bills held in Trust Account $ 50,109,326 $ 50,109,326 $ - $ - As discussed in Note 2, the Trust Amendment extended the date on which to commence liquidating the Trust Account in the event the Company has not consummated a Business Combination from July 29, 2017 to January 29, 2018. The Second Trust Amendment extended the date on which to commence liquidating the Trust Account in the event the Company has not consummated a Business Combination from January 28, 2018 to April 30, 2018. In connection with the Extension, 963,112 of the Company’s outstanding shares of common stock were redeemed in July 2017, which left approximately $40.4 million in the Trust Account at December 31, 2017 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY Common stock On October 30, 2015, the Company entered into a twelve-month consulting agreement (the “Agreement”) with FirsTrust China Ltd. (the “Consultant”), pursuant to which the Consultant agreed to provide advisory services relating to potential business combination transactions and the Company agreed to pay the Consultant a monthly fee of $20,000, payable quarterly in advance. In addition, the Company agreed to issue to the Consultant 20,000 restricted shares of the Company’s common stock upon the closing of the Company’s initial Business Combination. The Company estimated the fair value of the shares issuable to the Consultant to be $195,200 and expensed this amount on a pro-rata basis over the term of the contract. The Consultant was entitled to piggy-back registration rights relating to such shares similar to the piggy-back registration rights granted to the Company’s initial stockholders. During the year ended December 31, 2016, the Company recorded $150,134 in its consulting expenses. On June 10, 2016, the Company and the Consultant entered into a termination agreement, pursuant to which the Company and Consultant mutually agreed to terminate the Agreement in exchange for a $60,000 termination fee. Further, the Consultant agreed that the Company shall have no further obligations to the Consultant, including but not limited to the Company’s obligation to issue shares to the Consultant upon the closing of the Company’s initial Business Combination. Accordingly, the Company wrote off the unamortized $65,066 prepaid consulting expenses. The Company agreed to permit its Sponsor to redeem an additional 350,000 of the non-redeemable shares and resulted in a total of 4,350,000 shares of redeemable common stock (see Note 3). As described in Note 2, in connection with the Extension, there were redemptions of 963,112 of the Company’s shares of common stock. Accordingly, at December 31, 2017 and December 31, 2016, 3,036,888 and 4,000,000 Public Shares were classified outside of permanent equity at its redemption value, respectively. In addition to the 4,000,000 common stock with a redemption feature, the Company subsequently agreed to permit its Sponsor to redeem an additional 350,000 of the non-redeemable shares. The Company was authorized to issue 15,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2017 and December 31, 2016, there were 5,599,388 and 6,562,500 shares of common stock issued and outstanding (including 3,036,888 and 4,000,000 shares of common stock subject to redemption, respectively), respectively. Additional 9,576 of the Company’s outstanding shares of common stock were redeemed in January 2018 and additional 3,210,425 of the Company’s outstanding shares of common stock were redeemed in February 2018. On February 2, 2018, the Company filed with the Secretary of State of Delaware an Amendment No. 3 to the Amended and Restated Certificate of Incorporation of the Company to effectuate the increase of the Company’s authorized common stock and preferred stock to 110,000,000 shares, consisting of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. In connection with the Business Combination consummated on February 6, 2018 and pursuant to the Share Exchange Agreement, the Company issued to Sunlong 8,995,428 shares of common stock and 899,544 of these newly-issued shares are held in escrow for 18 months from the closing date of the Business Combination, as a security for the Company and the Sunlong’ indemnification obligations under the Share Exchange Agreement. Preferred stock The Company was authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2017 and December 31, 2016, there were no shares of preferred stock issued and outstanding. The rights privileges, restrictions and conditions of the preferred shares have not been determined. On February 2, 2018, the Company filed with the Secretary of State of Delaware an Amendment No. 3 to the Amended and Restated Certificate of Incorporation of the Company to effectuate the increase of the Company’s authorized preferred stock to 10,000,000 shares of preferred stock. Options In July 2016, the board of directors of the Company appointed two new directors. In August, the Sponsor granted an option to each of the two new directors to acquire 6,000 shares of common stock at a price of $9.79 per share exercisable commencing six months after closing of the initial Business Combination and expiring five years from the closing of the initial Business Combination. The Company estimates the fair value of the purchase options at $15,546 using a Black-Scholes option-pricing model and recorded $15,546 as compensation expenses accordingly for the year ended December 31, 2016. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On February 6, 2018 (the “Closing Date”), the Company consummated the Business Combination following a special meeting of stockholders (the “Third Special Meeting”) where the stockholders of JM Global Holding Company. ( “JM Global”) considered and approved, among other matters, a proposal to adopt that certain Share Exchange Agreement (the “Share Exchange Agreement”), dated as of August 28, 2017, entered into by and among by and among (i) JM Global; (ii) Zhong Hui Holding Limited, a Republic of Seychelles registered company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”); (iii) China Sunlong Environmental Technology, Inc., a Cayman Islands business company with limited liability ( “Sunlong”); (iv) each of the shareholders of Sunlong named on Annex I of the Share Exchange Agreement (collectively, the “Sellers”); and (v) Chuanliu Ni, a Chinese citizen who is the Chief Executive Officer and director of Sunlong, in the capacity as the representative for the Sellers in accordance with the terms and conditions of this Share Exchange Agreement (the “Seller Representative”). Pursuant to the Share Exchange Agreement JM Global acquired from the Sellers all of the issued and outstanding equity interests of Sunlong in exchange for 8,995,428 newly-issued shares of common stock of the Company to Sellers (the “Business Combination”). As a result of the Business Combination, the Sellers, as the former shareholders of Sunlong, became the controlling shareholders of the Company and Sunlong became a subsidiary of the Company. The Share Exchange was accounted for as a reverse merger effected by a share exchange, wherein Sunlong is considered the acquirer for accounting and financial reporting purposes. Prior to the Business Combination, the Company was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). As a result of the Business Combination, the Company has ceased to be a “shell company” and will continue the existing business operations of Sunlong as a publicly traded company under the name “TMSR Holding Company Limited.” Prior to the consummation of the Business Combination, each outstanding unit of the Company was separated into its component common stock and warrant. A total of 9,576 of the Company’s outstanding shares of common stock were redeemed in January 2018. In connection with the consummation of the Business Combination, the Company redeemed a total of 3,210,425 shares of its common stock pursuant to the terms of the Company’s previous amended and restated certificate of incorporation, resulting in a total payment to redeeming stockholders of $41,831,130. Additionally, the Company issued a total of 8,995,428 shares of common stock in the Business Combination to sellers. Following the Business Combination, there were 9,812,315 shares of common stock of the Company issued and outstanding and warrants exercisable for 2,825,000 shares of Company common stock in connection with the Public Offering. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. dollars in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC’). |
Net loss per common share | Net loss per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At December 31, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2017 and 2016, the Company has a deferred tax assets of approximately $581,000 and $328,000 related to the net operating loss carryforwards of approximately $1,534,000 and $890,000, respectively (which begin to expire in 2035) and start-up costs. Management has determined that a full valuation allowance of their deferred tax assets is appropriate at this time. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of December 31, 2017 and 2016. No amounts were accrued for the payment of interest and penalties at December 31, 2017 and 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The 2017 Tax Act significantly revised the U.S. Tax code by, in part but not limited to, reducing the U.S. corporate tax rate from 35% to 21% and imposing a mandatory one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. The SEC staff acknowledged the challenges companies face incorporating the effects to tax reform by their financial reporting deadlines, In response, On December 22, 2017 , the SEC staff issued Staff Accounting Bulletin No. 118, or SAB 118, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete accountings for certain income tax effects of the 2017 Tax Act. The Company will continue to gather and evaluate the income tax impact of the 2017 Tax Act. The Company does not expect changes to the Company’s provisional amounts of any of its estimates regarding taxes would result in material charges or credits in the future reporting periods. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2017 and December 31, 2016. |
Cash and securities held in Trust Account | Cash and securities held in Trust Account At December 31, 2017 and December 31, 2016, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Accrued expenses and due to affiliate | Accrued expenses and due to affiliate Accrued expenses represent amounts the Company owes to its vendors for services that have been provided but not paid for, state franchise tax as well as an affiliate of the Sunlong advanced to the Company for paying the Company’s working capital. These advances are non-interest bearing, unsecured and payable on demand. At December 31, 2017 and December 31, 2016 there was approximately $395,000 and $83,000, respectively, accrued for state franchise tax and third party advance in the Company’s accrued expenses. Due to affiliate represents entity costs and offering costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand. |
Redeemable common stock | Redeemable common stock 4,000,000 of the 5,000,000 shares of common stock sold as part of the units in the Public Offering contain a redemption feature which allows for the redemption of common stock 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 charter 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. As described in Note 2, in connection with the Extension, 963,112 of the Company’s outstanding shares of common stock were redeemed in July 2017. Accordingly, at December 31, 2017 and December 31, 2016, 3,036,888 and 4,000,000 Public Shares were classified outside of permanent equity at its redemption value, respectively. In addition to the 4,000,000 common stock with a redemption feature, the Company subsequently agreed to permit its Sponsor to redeem an additional 350,000 of the non-redeemable shares. Also, 9,576 of the Company’s outstanding shares of common stock were redeemed in January 2018 and an additional 3,210,425 of the Company’s outstanding shares of common stock were redeemed in February 2018. |
Recently issued accounting standards | Recently issued accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In April 2016, FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606. The Company does not expect the adoption of the ASU to have any impact on its consolidated financial statements. In May 2016, FASB issued ASU No. 2016-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company is assessing the impact of the adoption of the ASU on its consolidated financial statements, disclosure requirements and methods of adoption. |
Trust Account (Tables)
Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Trust Account [Abstract] | |
Schedule of carrying amount of trust account | Held-To-Maturity Carrying Accrued Interest Fair Value December 31, 2017 U.S. Treasury Bills $ 40,363,707 $ 7,026 $ 40,370,733 December 31, 2016 U.S. Treasury Bills $ 49,940,597 $ 5,400 $ 49,945,997 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value measurements | Description Total Value Quoted Significant Significant Assets: December 31, 2017 Cash and U.S. Treasury Bills held in Trust Account $ 40,404,377 $ 40,404,377 $ - $ - December 31, 2016 Cash and U.S. Treasury Bills held in Trust Account $ 50,109,326 $ 50,109,326 $ - $ - |
Description of Organization a21
Description of Organization and Business Operations (Details) - USD ($) | Feb. 06, 2018 | Oct. 31, 2017 | Jul. 31, 2015 | Jul. 29, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 22, 2015 |
Description of Organization and Business Operations (Textual) | |||||||
Common stock sale price | $ 10 | $ 0.01662 | |||||
Non-redeemable sponsor shares | 650,000 | ||||||
Shares held in trust account | $ 50,000,000 | ||||||
Minimum net tangible assets | $ 5,000,001 | ||||||
Trust account description | (i) the completion of the Business Combination; or (ii) the redemption of 100% of the outstanding public shares included in the units sold in the Public Offering if the Company is unable to complete the Business Combination within the required timeframe. | ||||||
Interest earned | $ 47,269 | ||||||
Trust proceeds upon redemption | $ (9,631,120) | ||||||
Withdrawal from Trust Account upon redemption | 963,112 | ||||||
Withdrew amount from trust account | $ 32,200,010 | ||||||
Trust Account upon redemption shares of common stock | 3,220,001 | ||||||
Common stock shares issued | 170,000 | ||||||
Subsequent Event [Member] | |||||||
Description of Organization and Business Operations (Textual) | |||||||
Sale of stock to sponsor, shares | 8,995,428 | ||||||
Additional shares issued to sponsor, Shares | 8,995,428 | ||||||
Value of shares remains in Trust Account | $ 41,831,130 | ||||||
Common stock shares issued | 8,995,428 | ||||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | |||||||
Description of Organization and Business Operations (Textual) | |||||||
Business combination, description | Pursuant to the Share Exchange Agreement, JM Global acquired from Sunlong all of the issued and outstanding equity interests of Sunlong in exchange for 8,995,428 newly-issued shares of common stock of the Company to Sellers. 899,544 of these newly-issued shares are held in escrow for 18 months from the closing date of the Business Combination | ||||||
Public Offering [Member] | |||||||
Description of Organization and Business Operations (Textual) | |||||||
Common stock sale price | $ 10 | ||||||
Sale of stock to sponsor | $ 2,500,000 | ||||||
Sale of stock to sponsor, shares | 250,000 | 250,000 | |||||
Additional shares issued to sponsor, Shares | 3,000,000 | ||||||
Non-redeemable shares | 1,000,000 | ||||||
Additional non-redeemable shares | 350,000 | ||||||
Non-redeemable sponsor shares | 1,000,000 | ||||||
Maturity period | 180 days | ||||||
Percentage of gross proceeds of proposed offering | 100.00% | ||||||
Shares held in trust account | $ 50,000,000 | ||||||
Minimum net tangible assets | $ 5,000,001 | ||||||
Terms of initial business combination, description | The Sponsor had agreed that it will not seek redemption of 1,000,000 shares of the 3,000,000 shares purchased in the Public Offering. In the event that the Company was unable to complete its initial Business Combination within the required time frame, the non-redeemable 1,000,000 Sponsor shares will be entitled to the liquidation rights described in the "Business Combination" section. | ||||||
Redemption price per share | $ 10 | ||||||
Value of shares remains in Trust Account | $ 40,400,000 | ||||||
Common stock shares issued | 5,000,000 |
Extension, Trust Amendment an22
Extension, Trust Amendment and Agreement for Business Combination (Details) - USD ($) | Feb. 06, 2018 | Jun. 10, 2016 | Oct. 31, 2017 | Aug. 28, 2017 | Jul. 31, 2017 | Jul. 27, 2017 | Dec. 31, 2017 |
Extension, Trust Amendment and Agreement for Business Combination (Textual) | |||||||
Redemptions shares of common stock with extension | 963,112 | ||||||
Affirmative vote percentage of Company's outstanding shares | 98.30% | ||||||
Minimum intangible assets | $ 5,000,001 | ||||||
Minimum working capital | 22,000,000 | ||||||
Termination fee | $ 60,000 | 500,000 | |||||
Trust Amendment [Member] | |||||||
Extension, Trust Amendment and Agreement for Business Combination (Textual) | |||||||
Value of shares remains in Trust Account | $ 40,400,000 | ||||||
Redemptions shares of common stock with extension | 963,112 | 963,112 | |||||
Second Trust Amendment [Member] | |||||||
Extension, Trust Amendment and Agreement for Business Combination (Textual) | |||||||
Value of shares remains in Trust Account | $ 40,400,000 | ||||||
Redemptions shares of common stock with extension | 9,576 | ||||||
Additional non-redeemable shares | 350,000 | ||||||
Reduction in non redeemable shares | 650,000 | ||||||
China Sunlong Environmental Technology [Member] | |||||||
Extension, Trust Amendment and Agreement for Business Combination (Textual) | |||||||
Business combination, description | The Company issued a number of shares of our common stock (the "Exchange Shares") at $10.00 per share based on an adjusted equity valuation of CaymanCo (the "Adjusted Equity Value") determined by starting with a base valuation of $92.0 million, deducting the amount of indebtedness (net of cash) of Sunlong as of the closing, deducting the amount of unpaid transaction expenses incurred by Sunlong, and increasing (or decreasing if negative) such valuation to the extent that the net working capital (excluding indebtedness, cash and transaction expenses) of Sunlong as of the closing is greater than $26.55 million. Ten percent (10%) of the Exchange Shares ("Escrow Shares") were deposited in escrow at the closing of the Business Combination (which is also referred to herein as the closing) and subject to forfeiture back to us (along with dividends and other earnings otherwise payable with respect to such Escrow Shares) in the event that the Purchaser Representative successfully brings an indemnification claim under the Exchange Agreement on behalf of our shareholders. The Exchange Shares, including the Escrow Shares, were allocated among the Sellers pro-rata based on each Seller's ownership of CaymanCo prior to the Business Combination. | Pursuant to the Share Exchange Agreement, the Company issued 8,995,428 newly-issued shares of common stock of the Company to Sunlong. 899,544 of these newly-issued shares are held in escrow for 18 months from the closing date of the Business Combination | |||||
Subsequent Event [Member] | |||||||
Extension, Trust Amendment and Agreement for Business Combination (Textual) | |||||||
Value of shares remains in Trust Account | $ 41,831,130 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - USD ($) | Feb. 06, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2018 | Jan. 31, 2018 |
Summary of Significant Accounting Policies (Textual) | |||||
Federal depository insurance | $ 250,000 | ||||
Minimum net tangible assets | 5,000,001 | ||||
Accrued expenses | 394,652 | $ 82,647 | |||
Unrecognized tax benefits | |||||
Payment of interest and penalties | |||||
Redemptions shares of common stock | 963,112 | ||||
Common stock, redemption shares | 3,036,888 | 4,000,000 | |||
Additional Common Stock Redemption Shares | 4,000,000 | ||||
Deferred tax assets, net | $ 581,000 | $ 328,000 | |||
Operating loss carryforwards | $ 1,534,000 | 890,000 | |||
Operating loss carryforwards, expiration date | Dec. 31, 2035 | ||||
Accrued for state franchise tax | $ 395,000 | $ 83,000 | |||
U.S. corporate tax rate, description | Reducing the U.S. corporate tax rate from 35% to 21% and imposing a mandatory one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. | ||||
Subsequent Event [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Sale of common stock shares | 8,995,428 | ||||
Common stock, redemption shares | 3,210,425 | 3,210,425 | 9,576 | ||
Redeemable common stock [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Sale of common stock shares | 5,000,000 | ||||
Redeemable permanent equity, shares | 4,000,000 | ||||
Terms of redeemable common stock | 4,000,000 of the 5,000,000 shares of common stock sold as part of the units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the Company's liquidation or tender offer/stockholder approval provisions. | ||||
Additional non-redeemable shares | 350,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2017 | Jul. 29, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2015 | Apr. 22, 2015 | |
Public Offering (Textual) | ||||||
Common stock sold | 170,000 | |||||
Common stock sale price | $ 10 | $ 0.01662 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Public Offering [Member] | ||||||
Public Offering (Textual) | ||||||
Common stock sold | 5,000,000 | |||||
Common stock sale price | $ 10 | |||||
Common stock, par value | $ 0.0001 | |||||
Common stock rights, description | Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share). | |||||
Warrant, description | The warrants will become exercisable on the later of (a) 30 days after the consummation of its initial Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of its initial Business Combination or earlier upon redemption or liquidation. | |||||
Underwriting discount | $ 1,250,000 | |||||
Underwriting discount percentage | 2.50% | 2.50% | ||||
Stock option exercisable, shares | 400,000 | |||||
Aggregate exercise price of stock option | $ 4,000,000 | $ 4,000,000 | ||||
Exercise price of option per unit | $ 10 | |||||
Additional compensation | $ 100 | $ 100 | ||||
Warrant redemption, description | The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | |||||
Proceeds from warrant exercises | $ 6,300,000 | |||||
Maximum shares of common stock purchase by option rights | $ 400,000 | |||||
Number of warrant issued | 400,000 | |||||
Aggregate maximum amount of warrants | 200,000 | |||||
Purchase price of shares | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 06, 2018 | Sep. 08, 2015 | Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2015 | Jul. 29, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Apr. 22, 2015 |
Related Party Transactions (Textual) | ||||||||||||
Common stock share price | $ 0.017 | |||||||||||
Common stock sale price | $ 10 | $ 0.01662 | ||||||||||
Percentage of common stock own by initial stockholders | 20.00% | |||||||||||
Total, net of repayments | $ 140,500 | |||||||||||
Payment of expenses related to the public offering | $ 9,631,120 | $ 53,000 | ||||||||||
Zhong Hui Holding Limited [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock sale price | $ 0.017 | |||||||||||
Sale of stock to sponsor, shares | 170,000 | 268,126 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Additional shares issued to sponsor, shares | 8,995,428 | |||||||||||
Sale of common stock shares | 8,995,428 | |||||||||||
Over allotment option [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock sale price | $ 0.01662 | |||||||||||
Forfeiture of common stock by sponsor | 192,188 | 334,126 | 192,188 | |||||||||
Sale of stock to sponsor | $ 25,000 | |||||||||||
Sale of stock to sponsor, shares | 1,504,688 | |||||||||||
Percentage of common stock own by initial stockholders | 20.00% | |||||||||||
Public Offering [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock share price | $ 5.75 | $ 2.02 | ||||||||||
Common stock sale price | $ 10 | |||||||||||
Sale of stock to sponsor | $ 2,500,000 | |||||||||||
Sale of stock to sponsor, shares | 250,000 | |||||||||||
Additional shares issued to sponsor, shares | 3,000,000 | |||||||||||
Non-redeemable shares | 1,000,000 | |||||||||||
Sale of stock, description | (a) may be exercised for cash or on a cashless basis; (b) are not subject to being called for redemption and (c) they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of our initial Business Combination. The Sponsors have agreed that the warrants purchased will not be sold or transferred until 30 days following consummation of a Business Combination, subject to certain limited exceptions. | |||||||||||
Price per warrant | $ 0.50 | |||||||||||
Additional non-redeemable shares | 350,000 | |||||||||||
Sale of common stock shares | 250,000 | 250,000 | ||||||||||
Warrant options price | $ 11.5 | |||||||||||
Founder [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock sale price | $ 12 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Due to affiliates | $ 140,500 | $ 140,500 | $ 140,500 | |||||||||
Additional non-redeemable shares | 350,000 | |||||||||||
Redeemable common shares | 2,350,000 | |||||||||||
Warrant options price | $ 0.50 | |||||||||||
Loan convertible into warrants | $ 1,000,000 | |||||||||||
Tim Richerson [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Sale of stock to sponsor, shares | 164,063 | |||||||||||
Peter Nathanial [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Sale of stock to sponsor, shares | 164,063 | |||||||||||
Mrs. Jetta [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Sale of stock to sponsor, shares | 3,000 | |||||||||||
Mrs. Qu [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Sale of stock to sponsor, shares | 3,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 29, 2015 | Dec. 31, 2017 | Oct. 31, 2017 | Jul. 31, 2015 | |
Commitments and Contingencies (Textual) | ||||
Share price | $ 0.017 | |||
Public Offering [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Exercise price per share | $ 10 | |||
Underwriting discount | 2.50% | 2.50% | ||
Additional compensation | $ 100 | $ 100 | ||
Stock option exercise price | $ 4,000,000 | $ 4,000,000 | ||
Stock option exercise price, shares | 400,000 | |||
Underwriting commitments, description | This option may be exercised during the five-year period from the date of the Public Offering commencing on the later of the consummation of an initial Business Combination and the one-year anniversary of the date of the Public Offering. | |||
Share price | $ 2.02 | $ 5.75 | ||
Stock option fair value | $ 669,114 | |||
Expected volatility | 11.15% | |||
Risk-free interest rate | 1.36% | |||
Expected life | 5 years | |||
Public offering expense | $ 100 | |||
Maximum shares of common stock purchase by option rights | 400,000 | |||
Number of warrant issued | 400,000 | |||
Warrants issued to purchase shares | 200,000 | |||
Purchase price of shares | $ 11.50 | |||
Aggregate maximum amount | $ 6,300,000 |
Trust Account (Details)
Trust Account (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of trust account | ||
Fair Value | $ 40,404,377 | $ 50,109,326 |
U.S.Treasury Bills [Member] | ||
Schedule of trust account | ||
Carrying Amount | 40,363,707 | 49,940,597 |
Accrued Interest | 7,026 | 5,400 |
Fair Value | $ 40,370,733 | $ 49,945,997 |
Trust Account (Details Textual)
Trust Account (Details Textual) - USD ($) | Feb. 06, 2018 | Jul. 31, 2017 | Dec. 31, 2017 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 31, 2016 |
Trust Account (Textual) | ||||||
Total trust account | $ 50,000,000 | |||||
Proceeds from the public offering, net | 47,500,000 | |||||
Proceeds from sale of units in private warrants | 2,500,000 | |||||
Trust account balance | $ 40,407,026 | $ 50,109,326 | ||||
Redemptions shares of common stock | 963,112 | |||||
Trust Account [Member] | ||||||
Trust Account (Textual) | ||||||
Value of shares remains in Trust Account | $ 40,400,000 | |||||
Redemptions shares of common stock | 963,112 | 963,112 | ||||
U.S.Treasury Securities [Member] | ||||||
Trust Account (Textual) | ||||||
Trust account in U.S. treasury bills | $ 40,363,707 | 49,940,597 | ||||
Accrued interest | 7,026 | 5,400 | ||||
Cash | $ 36,293 | $ 163,329 | ||||
Subsequent Events [Member] | ||||||
Trust Account (Textual) | ||||||
Value of shares remains in Trust Account | $ 41,831,130 | |||||
Outstanding shares of common stock | 3,210,425 | 9,576 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and U.S. Treasury Bills held in Trust Account, Total Value | $ 40,404,377 | $ 50,109,326 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Cash and U.S. Treasury Bills held in Trust Account, Total Value | 40,404,377 | 50,109,326 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Cash and U.S. Treasury Bills held in Trust Account, Total Value | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Cash and U.S. Treasury Bills held in Trust Account, Total Value |
Fair Value Measurements (Deta30
Fair Value Measurements (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Dec. 31, 2017 | |
Fair Value Measurements (Textual) | ||
Redemptions shares of common stock | 963,112 | |
Trust Account [Member] | ||
Fair Value Measurements (Textual) | ||
Redemptions shares of common stock | 963,112 | 963,112 |
Value of shares remains in Trust Account | $ 40.4 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Feb. 06, 2018shares | Jun. 10, 2016USD ($) | Aug. 31, 2016$ / sharesshares | Jul. 31, 2016Directors | Oct. 30, 2015USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Feb. 28, 2018shares | Feb. 02, 2018shares | Jan. 31, 2018shares | Oct. 31, 2017$ / shares |
Stockholders' Equity (Textual) | |||||||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares issued include redemption shares | 5,599,388 | 6,562,500 | |||||||||
Common stock shares outstanding include redemption shares | 5,599,388 | 6,562,500 | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issued | |||||||||||
Preferred stock, shares outstanding | |||||||||||
Common stock, shares issued | 2,562,500 | 2,562,500 | |||||||||
Common stock, redemption shares | 3,036,888 | 4,000,000 | |||||||||
Consultant fee monthly | $ | $ 20,000 | ||||||||||
Consulting expenses | $ | $ 150,134 | ||||||||||
Prepaid consulting expenses | $ | $ 65,066 | ||||||||||
Restricted shares to consultant | 20,000 | ||||||||||
Fair value of shares issuable to consultant | $ | 195,200 | ||||||||||
Termination fee | $ | $ 60,000 | $ 500,000 | |||||||||
Fair value of purchase options | $ | 15,546 | ||||||||||
Compensation expense | $ | $ 15,546 | ||||||||||
Common stock share price | $ / shares | $ 0.017 | ||||||||||
Common stock, voting rights | Holders of the Company's common stock are entitled to one vote for each share of common stock. | ||||||||||
Additional redemption common stock shares | 4,000,000 | ||||||||||
Redemptions shares of common stock with extension | 963,112 | ||||||||||
Subsequent Event [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Common stock, shares authorized | 110,000,000 | ||||||||||
Preferred stock, shares authorized | 110,000,000 | ||||||||||
Preferred stock, shares issued | 10,000,000 | ||||||||||
Common stock, shares issued | 9,812,315 | 100,000,000 | |||||||||
Common stock, redemption shares | 3,210,425 | 3,210,425 | 9,576 | ||||||||
Description of business combination | Pursuant to the Share Exchange Agreement the Company issued to Sunlong 8,995,428 shares of common stock of the Company and 899,544 of these newly-issued shares are held in escrow for 18 months from the closing date of the Business Combination | ||||||||||
Sponsor One [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Common stock, redemption shares | 4,350,000 | ||||||||||
Additional non-redeemable shares | 350,000 | ||||||||||
Director [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Shares acquired by two new directors | 6,000 | ||||||||||
Common stock share price | $ / shares | $ 9.79 | ||||||||||
Description of business combination | Each of the two new directors to acquire 6,000 shares of common stock at a price of $9.79 per share exercisable commencing six months after closing of the initial Business Combination and expiring five years from the closing of the initial Business Combination. | ||||||||||
Number of individuals | Directors | 2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 06, 2018 | Feb. 28, 2018 | Feb. 02, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Events (Textual) | ||||||
Common stock, redemption shares | 3,036,888 | 4,000,000 | ||||
Common stock, shares issued | 2,562,500 | 2,562,500 | ||||
Common stock, shares outstanding | 2,562,500 | 2,562,500 | ||||
Subsequent Events [Member] | ||||||
Subsequent Events (Textual) | ||||||
Newly-issued shares of common stock | 8,995,428 | |||||
Common stock, redemption shares | 3,210,425 | 3,210,425 | 9,576 | |||
Description of business combination | Pursuant to the Share Exchange Agreement the Company issued to Sunlong 8,995,428 shares of common stock of the Company and 899,544 of these newly-issued shares are held in escrow for 18 months from the closing date of the Business Combination | |||||
Additional issued shares of common stock | 8,995,428 | |||||
Common stock, shares issued | 9,812,315 | 100,000,000 | ||||
Common stock, shares outstanding | 9,812,315 | |||||
Number of warrants exercisable, shares | 2,825,000 | |||||
Payment to redeeming stockholders, value | $ 41,831,130 |