Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2018 | Jun. 28, 2018 | Sep. 29, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Constellation Alpha Capital Corp. | ||
Entity Central Index Key | 1,651,944 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 142.8 | ||
Trading Symbol | CNACU | ||
Entity Common Stock, Shares Outstanding | 18,530,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Current Assets | ||
Cash | $ 449,942 | $ 25,000 |
Prepaid expenses | 93,503 | 0 |
Total Current Assets | 543,445 | 25,000 |
Deferred offering costs | 0 | 169,742 |
Cash and marketable securities held in Trust Account | 146,350,150 | 0 |
Total Assets | 146,893,595 | 194,742 |
Current Liabilities | ||
Accounts payable and accrued expenses | 30,853 | 4,498 |
Advances from related parties | 11,095 | 168,037 |
Total Current Liabilities | 41,948 | 172,535 |
Deferred underwriting fees | 5,031,250 | 0 |
Total Liabilities | 5,073,198 | 172,535 |
Commitments | ||
Ordinary shares subject to possible redemption, 13,438,929 and -0- shares at redemption value as of March 31, 2018 and 2017, respectively | 136,820,396 | 0 |
Shareholders’ Equity | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | 0 | 0 |
Ordinary shares, no par value; unlimited shares authorized; 5,091,071 and 4,312,500 shares issued and outstanding (excluding 13,438,929 and -0- shares subject to possible redemption) as of March 31, 2018 and 2017, respectively | 4,146,387 | 25,000 |
Retained earnings/(Accumulated deficit) | 853,614 | (2,793) |
Total Shareholders’ Equity | 5,000,001 | 22,207 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 146,893,595 | $ 194,742 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Mar. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares, Issued | 5,091,071 | 4,312,500 |
Common Stock, Shares, Outstanding | 5,091,071 | 4,312,500 |
Temporary Equity, Shares Outstanding | 13,438,929 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Operating costs | $ 2,733 | $ 306,243 | $ 60 | |
Loss from operations | (2,733) | (306,243) | (60) | |
Other income (loss): | ||||
Interest income | 0 | 1,208,066 | 0 | |
Unrealized loss on marketable securities held in Trust Account | 0 | (45,416) | 0 | |
Net income (loss) | $ (2,733) | $ 856,407 | $ (60) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 3,750,000 | 4,721,185 | 3,750,000 |
Basic and diluted net loss per ordinary share (in dollars per share) | [2] | $ 0 | $ (0.05) | $ 0 |
[1] | Excludes an aggregate of up to 13,438,929 shares subject to redemption at March 31, 2018 and an aggregate of 562,500 shares held by the sponsor that were subject to forfeiture at March 31, 2017 and 2016 to the extent that the underwriters’ over-allotment was not exercised in full. | |||
[2] | Net loss per ordinary share - basic and diluted excludes interest income attributable to ordinary shares subject to possible redemption of $1,086,961 for the year ended March 31, 2018 (see Note 2). |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 8 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | |
Temporary Equity, Shares Outstanding | 13,438,929 | 0 | |
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 1,086,961 | $ 0 |
Sponsor [Member] | |||
Temporary Equity, Shares Subject To Forfeiture | 562,500 | 562,500 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Retained Earnings [Member] |
Balance at Jul. 31, 2015 | $ 0 | $ 0 | $ 0 |
Balance (in Shares) at Jul. 31, 2015 | 0 | ||
Issuance of ordinary shares to initial shareholder | 25,000 | $ 25,000 | 0 |
Issuance of ordinary shares to initial shareholder (in Shares) | 4,312,500 | ||
Net income (loss) | (2,733) | $ 0 | (2,733) |
Balance at Mar. 31, 2016 | 22,267 | $ 25,000 | (2,733) |
Balance (in Shares) at Mar. 31, 2016 | 4,312,500 | ||
Net income (loss) | (60) | $ 0 | (60) |
Balance at Mar. 31, 2017 | 22,207 | $ 25,000 | (2,793) |
Balance (in Shares) at Mar. 31, 2017 | 4,312,500 | ||
Cancellation of ordinary shares issued to initial shareholders | 0 | $ 0 | 0 |
Cancellation of ordinary shares issued to initial shareholders (in shares) | (718,750) | ||
Sale of 14,375,000 Units, net of underwriters discount and offering expenses | 135,329,283 | $ 135,329,283 | 0 |
Sale of 14,375,000 Units, net of underwriters discount and offering expenses (in shares) | 14,375,000 | ||
Sale of 561,250 Private Units | 5,612,500 | $ 5,612,500 | 0 |
Sale of 561,250 Private Units (in shares) | 561,250 | ||
Ordinary shares subject to redemption | (136,820,396) | $ (136,820,396) | 0 |
Ordinary shares subject to redemption (in shares) | (13,438,929) | ||
Net income (loss) | 856,407 | $ 0 | 856,407 |
Balance at Mar. 31, 2018 | $ 5,000,001 | $ 4,146,387 | $ 853,614 |
Balance (in Shares) at Mar. 31, 2018 | 5,091,071 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 8 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (2,733) | $ 856,407 | $ (60) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Interest earned on marketable securities held in Trust Account | 0 | (1,208,066) | 0 |
Unrealized loss on securities held in Trust Account | 0 | 45,416 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 0 | (93,503) | 0 |
Accounts payable and accrued expenses | 2,244 | 26,355 | 2,254 |
Net cash (used in) provided by operating activities | (489) | (373,391) | 2,194 |
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | 0 | (145,187,500) | 0 |
Net cash used in investing activities | 0 | (145,187,500) | 0 |
Cash Flows from Financing Activities: | |||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 140,875,000 | 0 |
Proceeds from sale of Private Units | 0 | 5,612,500 | 0 |
Proceeds from issuance of ordinary shares to initial shareholder | 25,000 | 0 | 0 |
Advances received from related party | 125,918 | 162,255 | 56,750 |
Repayment of advances from related party | 0 | (319,197) | (14,631) |
Payment of offering costs | (133,988) | (344,725) | (35,754) |
Net cash provided by financing activities | 16,930 | 145,985,833 | 6,365 |
Net Change in Cash | 16,441 | 424,942 | 8,559 |
Cash - Beginning | 0 | 25,000 | 16,441 |
Cash - Ending | 16,441 | 449,942 | 25,000 |
Non-Cash investing and financing activities: | |||
Offering costs charged to additional paid in capital | 0 | 301,278 | 0 |
Deferred underwriting fee payable | 0 | 5,031,250 | 0 |
Initial classification of ordinary shares subject to possible redemption | 0 | 135,963,594 | 0 |
Change in value of ordinary shares subject to possible redemption | $ 0 | $ 856,802 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Constellation Alpha Capital Corp. (the “Company”) is a blank check company incorporated in the British Virgin Islands on July 31, 2015. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on healthcare services and manufacturing businesses in India. All activity through March 31, 2018 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on June 19, 2017. On June 23, 2017, the Company consummated the Initial Public Offering of 14,375,000 10.00 1,875,000 143,750,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 561,250 10.00 5,612,500 Following the closing of the Initial Public Offering on June 23, 2017, an amount of $ 145,187,500 10.10 Transaction costs amounted to $ 8,420,717 2,875,000 5,031,250 514,467 449,942 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 20% or more of the ordinary shares sold in the Initial Public Offering without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor and Cowen Investments (the “Initial Shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment, (c) not to redeem any shares (including the founder shares and Private Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity; and (d) that the founder shares and securities underlying the Private Units shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to Public Shares they hold if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (or 21 months from the closing of the Initial Public Offering if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination within 18 months from the closing of the Initial Public Offering but has not completed the Business Combination within such 18 month period) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than $10.10 per Unit. The Sponsor has agreed that it will indemnify the Company to the extent necessary to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only if such a vendor or prospective target business does not execute such a waiver. However, the Sponsor may not be able to meet such obligation as the Company has not required its Sponsor to retain any assets to provide for its indemnification obligations, nor has the Company taken any further steps to ensure that the Sponsor will be able to satisfy any indemnification obligations that arise. Moreover, the Sponsor will not be liable to the Company’s public shareholders if it should fail to satisfy its obligations and instead will only be liable to the Company. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. 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 March 31, 2018 and 2017. At March 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2018, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company complies with the accounting and reporting requirements of 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. 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’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2018 and 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing 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 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 Company’s tax provision is zero because the Company is organized in the British Virgin Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Weighted average shares as of March 31, 2017 and 2016 were reduced for the effect of an aggregate of 562,500 7,468,125 1,493,625 Reconciliation of net loss per ordinary share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Years Ended March 31, For the Period from July 31, 2015 2018 2017 March 31, 2016 Net income (loss) $ 856,407 $ (60) $ (2,733) Less: Income attributable to ordinary shares subject to redemption (1,086,961) Adjusted net loss $ (230,554) $ (60) $ (2,733) Weighted average shares outstanding, basic and diluted 4,721,185 3,750,000 3,750,000 Basic and diluted net loss per ordinary share $ (0.05) $ (0.00) $ (0.00) Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Initial Public Offering Disclosure [Text Block] | 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 14,375,000 10.00 1,875,000 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Private Placement Disclosure [Text Block] | 4. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor and Cowen Investments purchased an aggregate of 561,250 5,612,500 425,000 136,250 The Private Units are identical to the Units sold in the Initial Public Offering, except for the Private Warrants, as described in Note 7. The holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to) until after the completion of a Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 5. RELATED PARTY TRANSACTIONS Founder Shares On August 31, 2015, the Company issued an aggregate of 1,437,500 25,000 0.017 2,875,000 4,312,500 718,750 3,593,750 136,250 The 3,593,750 468,750 20 468,750 The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as such amount may be adjusted) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the founder shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Advances Through March 31, 2018, the Company received an aggregate of $ 347,635 162,255 319,197 11,095 168,037 Administrative Services Arrangement The Company entered into an agreement whereby, commencing on June 20, 2017 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company pays the Sponsor a monthly fee of $ 10,000 90,000 20,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2017, the holders of the founder shares, Private Units and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to registration rights. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of three and one-half percent ( 3.5 5,031,250 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. SHAREHOLDERS’ EQUITY Preferred Shares Ordinary Shares The Sponsor forfeited 136,250 founder shares, which such shares were cancelled and simultaneously issued to Cowen Investments for no additional consideration (the “Cowen Shares”). The issuance of the Cowen Shares occurred simultaneously with the consummation of the Initial Public Offering. The Company accounted for the Cowen Shares as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of the Cowen Shares to be $1,362,500 based upon the offering price of the Units of $10.00 per Unit. Cowen Investments has agreed not to transfer, assign or sell any of the Cowen Shares (except to certain permitted transferees) until, with respect to 50% of the Cowen Shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30- trading day period commencing after a Business Combination, and with respect to the remaining 50% of the Cowen Shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. In addition, Cowen Investments has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Cowen Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except the Private Warrants are exercisable for cash (even if a registration statement covering the ordinary shares issuable upon exercise of such Private Warrants is not effective) or on a cashless basis, at the holder’s option, and are be redeemable by the Company, in each case so long as they are still held by the Initial Shareholders or their affiliates. The Company may call the warrants for redemption (excluding the Private Warrants): · in whole and not in part; · at a price of $.01 per warrant; · at any time while the Public Warrants are exercisable; · upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; · if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders; and · if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2018 and 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, March 31, Assets: Marketable securities held in Trust Account 1 $ 146,350,150 $ |
SELECTED QUARTERLY INFORMATION
SELECTED QUARTERLY INFORMATION | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Text Block] | 9. SELECTED QUARTERLY INFORMATION (UNAUDITED) The following table presents summarized unaudited quarterly financial data for each of the four quarters in the years ended March 31, 2018 and 2017. The data has been derived from the Company’s unaudited financial statements that, in management's opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information when read in conjunction with the Financial Statements and Notes thereto. First Second Third Fourth Year ended March 31, 2018 Operating costs $ 22,525 $ 104,638 $ 97,330 $ 81,750 Unrealized loss on marketable securities $ (23,987) $ $ (11,862) $ (9,567) Interest income $ 14,796 $ 351,090 $ 360,898 $ 481,282 Net income (loss) $ (31,716) $ 246,452 $ 251,706 $ 389,965 Basic and diluted loss per share $ (0.01) $ (0.02) $ (0.01) $ (0.01) First Second Third Fourth Year ended March 31, 2017 Operating expenses $ 30 $ 30 $ $ Net loss $ (30) $ (30) $ $ Basic and diluted loss per share $ (0.00) $ (0.00) $ $ |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Emerging Growth Company, Policy [Policy Text Block] | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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 March 31, 2018 and 2017. |
Marketable Securities, Held-to-maturity Securities, Policy [Policy Text Block] | Cash and marketable securities held in Trust Account At March 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Shares Subject to Mandatory Redemption, Changes in Redemption Value, Policy [Policy Text Block] | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2018, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Tax, Policy [Policy Text Block] | Income taxes The Company complies with the accounting and reporting requirements of 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. 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’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2018 and 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing 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 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 Company’s tax provision is zero because the Company is organized in the British Virgin Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per ordinary share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Weighted average shares as of March 31, 2017 and 2016 were reduced for the effect of an aggregate of 562,500 7,468,125 1,493,625 Reconciliation of net loss per ordinary share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Years Ended March 31, For the Period from July 31, 2015 2018 2017 March 31, 2016 Net income (loss) $ 856,407 $ (60) $ (2,733) Less: Income attributable to ordinary shares subject to redemption (1,086,961) Adjusted net loss $ (230,554) $ (60) $ (2,733) Weighted average shares outstanding, basic and diluted 4,721,185 3,750,000 3,750,000 Basic and diluted net loss per ordinary share $ (0.05) $ (0.00) $ (0.00) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Accordingly, basic and diluted loss per ordinary share is calculated as follows: Years Ended March 31, For the Period from July 31, 2015 2018 2017 March 31, 2016 Net income (loss) $ 856,407 $ (60) $ (2,733) Less: Income attributable to ordinary shares subject to redemption (1,086,961) Adjusted net loss $ (230,554) $ (60) $ (2,733) Weighted average shares outstanding, basic and diluted 4,721,185 3,750,000 3,750,000 Basic and diluted net loss per ordinary share $ (0.05) $ (0.00) $ (0.00) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2018 and 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, March 31, Assets: Marketable securities held in Trust Account 1 $ 146,350,150 $ |
SELECTED QUARTERLY INFORMATION
SELECTED QUARTERLY INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Table Text Block] | The results of operations for any quarter are not necessarily indicative of the results of operations for any future period. First Second Third Fourth Year ended March 31, 2018 Operating costs $ 22,525 $ 104,638 $ 97,330 $ 81,750 Unrealized loss on marketable securities $ (23,987) $ $ (11,862) $ (9,567) Interest income $ 14,796 $ 351,090 $ 360,898 $ 481,282 Net income (loss) $ (31,716) $ 246,452 $ 251,706 $ 389,965 Basic and diluted loss per share $ (0.01) $ (0.02) $ (0.01) $ (0.01) First Second Third Fourth Year ended March 31, 2017 Operating expenses $ 30 $ 30 $ $ Net loss $ (30) $ (30) $ $ Basic and diluted loss per share $ (0.00) $ (0.00) $ $ |
DESCRIPTION OF ORGANIZATION A22
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jun. 23, 2017 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jul. 31, 2015 | |
Proceeds from Issuance of Private Placement | $ 5,612,500 | $ 0 | $ 5,612,500 | $ 0 | |
Payments of Stock Issuance Costs | 8,420,717 | 133,988 | 344,725 | 35,754 | |
Underwriting Fee | 2,875,000 | ||||
Deferred Underwriting Fees | 5,031,250 | ||||
Payments Of Initial Public Offering Costs | 514,467 | ||||
Cash and Cash Equivalents, at Carrying Value | $ 16,441 | $ 449,942 | $ 25,000 | $ 0 | |
Dissolution Expenses | $ 50,000 | ||||
Business Combination Acquisition Description | The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 20% or more of the ordinary shares sold in the Initial Public Offering without the Company’s prior written consent | ||||
Conversion of Stock, Description | Each Unit consists of one Public Share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one ordinary share (see Note 7). Each Public Warrant entitles the holder to purchase one-half (½) of one ordinary share at an exercise price of $11.50 per whole share (see Note 7). | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
IPO [Member] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 14,375,000 | ||||
Sale of Stock, Price Per Share | $ 10 | ||||
Private Placement [Member] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 561,250 | ||||
Sale of Stock, Price Per Share | $ 10 | ||||
Proceeds from Issuance of Private Placement | $ 5,612,500 | ||||
Over-Allotment Option [Member] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 1,875,000 | ||||
Sale of Stock, Price Per Share | $ 10 | ||||
Sale of Stock, Consideration Received on Transaction | $ 143,750,000 | ||||
IPO and Private Placement [Member] | |||||
Sale of Stock, Price Per Share | $ 10.10 | ||||
Sale of Stock, Consideration Received on Transaction | $ 145,187,500 |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | |||||
Net income (loss) | $ 389,965 | $ 251,706 | $ 246,452 | $ (31,716) | $ 0 | $ 0 | $ (30) | $ (30) | $ (2,733) | $ 856,407 | $ (60) | ||||
Less: Income attributable to ordinary shares subject to redemption | 0 | (1,086,961) | 0 | ||||||||||||
Adjusted net loss | $ (2,733) | $ (230,554) | $ (60) | ||||||||||||
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 3,750,000 | 4,721,185 | 3,750,000 | |||||||||||
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | [2] | $ (0.05) | [2] | $ 0 | [2] | |
[1] | Excludes an aggregate of up to 13,438,929 shares subject to redemption at March 31, 2018 and an aggregate of 562,500 shares held by the sponsor that were subject to forfeiture at March 31, 2017 and 2016 to the extent that the underwriters’ over-allotment was not exercised in full. | ||||||||||||||
[2] | Net loss per ordinary share - basic and diluted excludes interest income attributable to ordinary shares subject to possible redemption of $1,086,961 for the year ended March 31, 2018 (see Note 2). |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Cash, FDIC Insured Amount | $ 250,000 | ||
Sponsor [Member] | |||
Temporary Equity, Shares Subject To Forfeiture | 562,500 | 562,500 | |
Public Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,468,125 | ||
Public Right [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,493,625 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Textual) | 1 Months Ended |
Jun. 23, 2017$ / sharesshares | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
IPO [Member] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 14,375,000 |
Sale of Stock, Price Per Share | $ 10 |
Over-Allotment Option [Member] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 1,875,000 |
Sale of Stock, Price Per Share | $ 10 |
PRIVATE PLACEMENT (Details Text
PRIVATE PLACEMENT (Details Textual) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 23, 2017 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | |
Proceeds from Issuance of Private Placement | $ 5,612,500 | $ 0 | $ 5,612,500 | $ 0 |
Private Placement [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 561,250 | |||
Proceeds from Issuance of Private Placement | $ 5,612,500 | |||
Private Placement [Member] | Cowen Investment [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 136,250 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 425,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 20, 2017 | May 17, 2017 | Mar. 29, 2017 | Sep. 17, 2015 | Aug. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Issued During Period, Value, New Issues | $ 135,329,283 | |||||||
Shares Issued and Outstanding Percentage | 20.00% | |||||||
Related Party Transaction, Terms and Manner of Settlement | Cowen Investments has agreed not to transfer, assign or sell any of the Cowen Shares (except to certain permitted transferees) until, with respect to 50% of the Cowen Shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30- trading day period commencing after a Business Combination, and with respect to the remaining 50% of the Cowen Shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. In addition, Cowen Investments has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. | |||||||
Proceeds from Related Party Debt | $ 125,918 | $ 162,255 | $ 56,750 | |||||
Repayments of Related Party Debt | $ 0 | 319,197 | 14,631 | |||||
Due to Related Parties, Current | 11,095 | $ 168,037 | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 10,000 | |||||||
Related Party Transaction, Due from (to) Related Party | 347,635 | |||||||
Fees and Commissions | 90,000 | |||||||
Accounts Payable [Member] | ||||||||
Fees and Commissions | 20,000 | |||||||
Promissory Notes [Member] | ||||||||
Debt Conversion, Original Debt, Amount | $ 1,500,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | |||||||
Chairman And Chief Executive Officer [Member] | ||||||||
Proceeds from Related Party Debt | $ 162,255 | |||||||
IPO [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 136,250 | |||||||
Founder Shares [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,437,500 | |||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||||
Shares Issued, Price Per Share | $ 0.017 | |||||||
Conversion of Stock, Shares Issued | 4,312,500 | 2,875,000 | ||||||
Stock Repurchased and Retired During Period, Shares | 718,750 | |||||||
Shares, Outstanding | 3,593,750 | 3,593,750 | ||||||
Stock Issued During Period, Shares, Forfeited | 468,750 | |||||||
Related Party Transaction, Terms and Manner of Settlement | The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as such amount may be adjusted) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the founder shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case | |||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||
Shares, Outstanding | 468,750 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | 1 Months Ended |
Jun. 23, 2017USD ($) | |
Deferred Fee on Gross Proceeds of Initial Public Offering, Percentage | 3.50% |
Deferred Underwriting Fees | $ 5,031,250 |
Deferred Fees Related To Third Parties, Description | Of such amount, up to approximately 0.5% per Unit, or $718,750, may be paid to third parties not participating in the Initial Public Offering that assist the Company in consummating its Business Combination. |
SHAREHOLDERS' EQUITY (Details T
SHAREHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 17, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Common Stock, Shares, Issued | 5,091,071 | 4,312,500 | ||
Common Stock, Shares, Outstanding | 5,091,071 | 4,312,500 | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 13,438,929 | |||
Warrant Redemption Price Per Warrant | $ 0.01 | |||
Share Price | $ 18 | |||
Stock Issued During Period, Value, New Issues | $ 135,329,283 | |||
Related Party Transaction, Terms and Manner of Settlement | Cowen Investments has agreed not to transfer, assign or sell any of the Cowen Shares (except to certain permitted transferees) until, with respect to 50% of the Cowen Shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30- trading day period commencing after a Business Combination, and with respect to the remaining 50% of the Cowen Shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. In addition, Cowen Investments has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. | |||
IPO [Member] | ||||
Stock Issued During Period, Shares, New Issues | 136,250 | |||
IPO [Member] | Cowen Investment [Member] | ||||
Stock Issued During Period, Value, New Issues | $ 1,362,500 | |||
Shares Issued, Price Per Share | $ 10 | |||
Stock Issued During Period, Shares, New Issues | 136,250 | |||
Sponsor [Member] | ||||
Temporary Equity, Shares Subject To Forfeiture | 562,500 | 562,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Marketable securities held in Trust Account | $ 146,350,150 | $ 0 |
SELECTED QUARTERLY INFORMATIO31
SELECTED QUARTERLY INFORMATION (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | ||||
Operating costs | $ 81,750 | $ 97,330 | $ 104,638 | $ 22,525 | $ 0 | $ 0 | $ 30 | $ 30 | $ 2,733 | $ 306,243 | $ 60 | |||
Unrealized loss on marketable securities | (9,567) | (11,862) | 0 | (23,987) | 0 | (45,416) | 0 | |||||||
Interest income | 481,282 | 360,898 | 351,090 | 14,796 | 0 | 1,208,066 | 0 | |||||||
Net income (loss) | $ 389,965 | $ 251,706 | $ 246,452 | $ (31,716) | $ 0 | $ 0 | $ (30) | $ (30) | $ (2,733) | $ 856,407 | $ (60) | |||
Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | [1] | $ (0.05) | [1] | $ 0 | [1] |
[1] | Net loss per ordinary share - basic and diluted excludes interest income attributable to ordinary shares subject to possible redemption of $1,086,961 for the year ended March 31, 2018 (see Note 2). |