Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 13, 2019 | Sep. 28, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Constellation Alpha Capital Corp. | ||
Entity Central Index Key | 0001651944 | ||
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 | Accelerated Filer | ||
Entity Public Float | $ 116.4 | ||
Trading Symbol | CNACU | ||
Entity Common Stock, Shares Outstanding | 5,342,532 | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Current assets: | ||
Cash | $ 30,487 | $ 449,942 |
Prepaid expenses | 51,257 | 93,503 |
Total current assets | 81,744 | 543,445 |
Cash and marketable securities held in Trust Account | 12,357,980 | 146,350,150 |
Total assets | 12,439,724 | 146,893,595 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,522,158 | 30,853 |
Advances from related parties | 36,095 | 11,095 |
Total current liabilities | 1,558,253 | 41,948 |
Deferred underwriting fees | 5,031,250 | 5,031,250 |
Total liabilities | 6,589,503 | 5,073,198 |
Commitments | ||
Ordinary shares subject to possible redemption, 81,701 and 13,438,929 shares at redemption values as of March 31, 2019 and 2018, respectively | 850,217 | 136,820,396 |
Shareholders' Equity: | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | 0 | 0 |
Ordinary shares, no par value; unlimited shares authorized; 5,260,831 and 5,091,071 shares issued and outstanding (excluding 81,701 and 13,438,929 shares subject to possible redemption) as of March 31, 2019 and 2018, respectively | 3,201,932 | 4,146,387 |
Retained earnings | 1,798,072 | 853,614 |
Total shareholders' equity | 5,000,004 | 5,000,001 |
Total Liabilities and Shareholders' Equity | $ 12,439,724 | $ 146,893,595 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
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 | 5,260,831 | 5,091,071 |
Common Stock, Shares, Outstanding | 5,260,831 | 5,091,071 |
Temporary Equity, Shares Outstanding | 81,701 | 13,438,929 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Operating costs | $ 1,978,028 | $ 306,243 | |
Loss from operations | (1,978,028) | (306,243) | |
Other income: | |||
Interest income | 2,863,123 | 1,208,066 | |
Unrealized gain (loss) on marketable securities held in Trust Account | 59,363 | (45,416) | |
Net income | $ 944,458 | $ 856,407 | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 5,136,904 | 4,721,185 |
Basic and diluted net income (loss) per ordinary share | $ 0.14 | $ (0.05) | |
[1] | Excludes an aggregate of up to 81,701 and 13,438,929 shares subject to possible redemption at March 31, 2019 and 2018, respectively. |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - shares | Mar. 31, 2019 | Mar. 31, 2018 |
Temporary Equity, Shares Outstanding | 81,701 | 13,438,929 |
STATEMENT OF CHANGE IN SHAREHOL
STATEMENT OF CHANGE IN SHAREHOLDER'S EQUITY - USD ($) | Total | Common Stock [Member] | Retained Earnings [Member] |
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 | ||
Change in ordinary shares subject to redemption | (136,820,396) | $ (136,820,396) | 0 |
Change in ordinary shares subject to redemption (in shares) | (13,438,929) | ||
Net income | 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 | ||
Change in ordinary shares subject to redemption | (944,455) | $ (944,455) | 0 |
Change in ordinary shares subject to redemption (in shares) | 169,760 | ||
Net income | 944,458 | $ 0 | 944,458 |
Balance at Mar. 31, 2019 | $ 5,000,004 | $ 3,201,932 | $ 1,798,072 |
Balance (in Shares) at Mar. 31, 2019 | 5,260,831 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 944,458 | $ 856,407 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,863,101) | (1,208,066) |
Unrealized (gain) loss on securities held in Trust Account | (59,363) | 45,416 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 42,246 | (93,503) |
Accounts payable and accrued expenses | 1,491,305 | 26,355 |
Net cash used in operating activities | (444,455) | (373,391) |
Cash Flows from Investing Activities | ||
Investment of cash in Trust Account | 0 | (145,187,500) |
Withdrawal from Trust Account for redemption of ordinary shares | 136,914,634 | 0 |
Net cash provided by (used in) investing activities | 136,914,634 | (145,187,500) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 140,875,000 |
Proceeds from sale of Private Units | 0 | 5,612,500 |
Advances received from related party | 25,000 | 162,255 |
Repayment of advances from related party | 0 | (319,197) |
Payment of offering costs | 0 | (344,725) |
Payment of redemption of ordinary shares | (136,914,634) | 0 |
Net cash (used in) provided by financing activities | (136,889,634) | 145,985,833 |
Net change in cash | (419,455) | 424,942 |
Cash – Beginning | 449,942 | 25,000 |
Cash – Ending | 30,487 | 449,942 |
Non-Cash investing and financing activities: | ||
Offering costs charged to additional paid in capital | 0 | 301,278 |
Deferred underwriting fee payable | 0 | 5,031,250 |
Initial classification of ordinary shares subject to possible redemption | 0 | 135,963,594 |
Change in value of ordinary shares subject to possible redemption | $ 944,455 | $ 856,802 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Mar. 31, 2019 | |
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”). All activity through March 31, 2019 relates to the Company’s formation, its initial public offering consummated on June 23, 2017 (“Initial Public Offering”) of 14,375,000 units (“Units” and with respect to the ordinary shares included in the Units, the “Public Shares”), the sale of 561,250 units (the “Private Units”) in a private placement to the Company’s sponsor, Centripetal, LLC (the “Sponsor”) and Cowen Investments, LLC and their designees (“Cowen Investments”), and identifying a target company for a Business Combination. Each Unit consists of one Public Share, one right and one redeemable warrant (“Public Warrant”). Each right will convert into one-tenth (1/10) of one ordinary share. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per whole share. 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, which holds the proceeds from the Initial Public Offering and the sale of the Private Units (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 of 1940, as amended. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of its Public Shares (“Public 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). On March 21, 2019, at the Special Meeting, the Company’s shareholders approved the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination (the “Extension”) to September 23, 2019 (the “Combination Period”). In connection with the Extension, an aggregate of 13,187,468 ordinary shares was redeemed for an aggregate payment of approximately $136.9 million out of the Trust Account. If the Company is unable to complete a Business Combination on or before 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 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. On August 2, 2018, the Company entered into an agreement (“Share Purchase Agreement”) to purchase all of the issued and outstanding shares of capital stock of Medall Healthcare Private Limited, a company registered under the laws of India (“Medall”). On December 3, 2018, the Share Purchase Agreement was terminated automatically. On March 15, 2019, the Company announced that it has executed a non-binding letter of intent to merge with DermTech, Inc. (“DermTech”), a Delaware corporation and a leading moleculargenomics company, with an initial focus on skin cancer, that develops and markets novel non-invasive diagnostic tests. On May 22, 2019 and May 23, 2019, the Company entered into separate subscription agreements (each, a “Subscription Agreement”) with new health care focused institutional investors as well as certain existing investors in DermTech (each, a “Subscriber”), pursuant to which the Subscribers agreed to purchase an aggregate of 6,153,847 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On February 22, 2019, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the NASDAQ Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the NASDAQ Capital Market. On April 8, 2019, the Company submitted a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq providing that it expects to regain compliance with the Minimum Public Holders Rule upon the consummation of the proposed Merger. Nasdaq subsequently provided the Company with an extension until August 21, 2019, to demonstrate compliance with Nasdaq’s initial listing requirements. Going Concern Consideration The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2019, the Company had cash held outside the Trust Account of approximately $30,000, cash and marketable securities held in the Trust Account of approximately $12.4 million (including approximately $364,000 of interest income, net of unrealized losses), substantially all of which is invested in U.S. treasury bills with a maturity of 180 days or less, and a working capital deficit of approximately $1.5 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, the Company will have insufficient funds available to operate its business through the earlier of consummation of a Business Combination or September 23, 2019. Following the initial Business Combination, if cash on hand is insufficient, the Company will need to obtain additional financing in order to meet its obligations. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. The Company’s plans to raise capital or to consummate the initial Business Combination may not be successful. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated 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 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 The preparation of consolidated 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 consolidated 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 consolidated 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 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, 2019 and 2018. Cash and marketable securities held in Trust Account At March 31, 2019 and 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. 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. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. 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, 2019 and 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 consolidated balance sheets. Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (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. Ordinary shares subject to possible redemption at March 31, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the earnings from the assets held in the Trust Account. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 7,468,125 ordinary shares, and (2) rights sold in the Initial Public Offering and private placement that convert into 1,493,625 ordinary shares, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of rights into ordinary shares is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods. 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. Accordingly, basic and diluted net income (loss) per ordinary share is calculated as follows: For the years ended March 31, 2019 2018 Net income $ 944,458 $ 856,407 Less: Income attributable to ordinary shares subject to redemption (201,067 ) (1,086,961 ) Adjusted net income (loss) $ 743,391 $ (230,554 ) Weighted average ordinary shares outstanding, basic and diluted 5,136,904 4,721,185 Basic and diluted net income (loss) per ordinary share $ 0.14 $ (0.05 ) 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, 2019 and 2018, 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. 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 consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Initial Public Offering Disclosure [Text Block] | 3. INITIAL PUBLIC OFFERING On June 23, 2017, the Company sold 14,375,000 Units in the Initial Public Offering at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000 Units at $10.00 per Unit. Each Unit consists of one ordinary share, one Public Right and one Public Warrant. Each Public Right will convert into one-tenth (1/10) of one ordinary share. Each Public Warrant entitles the holder to purchase one-half ( 1 2 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Mar. 31, 2019 | |
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 Private Units for an aggregate purchase price of $5,612,500, of which 425,000 Private Units were purchased by the Sponsor and 136,250 Private Units were purchased by Cowen Investments. The proceeds from the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, except for the Private Warrants, as described in Note 7. The holders have agreed not |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 5. RELATED PARTY TRANSACTIONS 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 for office space, utilities and administrative services. For the years ended March 31, 2019 and 2018, the Company incurred $120,000 and $90,000 in fees for these services, respectively. An aggregate of $70,000 and $20,000 in fees for these services were included in accounts payable and accrued expenses in the accompanying consolidated balance sheets at March 31, 2019 and 2018, respectively. Related Party Advances As of March 31, 2019 and 2018, the Company has an outstanding balance of $36,095 and $11,095 of advances from related parties for working capital purposes, respectively. The advances are non-interest bearing, unsecured and due on demand. 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 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On April 17, 2019 and May 21, 2019, the Company entered into two promissory notes evidencing loans of $55,000 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | 6. COMMITMENTS 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 of 1993, as amended (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 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. Financial Advisory Agreement In July 2018, the Company engaged a financial advisor (the “Financial Advisory Agreement”) to raise between $50.0 million and $200 million (the “Financing Raise”) from investors in exchange for a success fee (the “Success Fee”) of 1.5% of the funds raised. In addition to the Success Fee, the Company agreed to pay additional fees of up to 0.5% of funds raised, at its sole discretion. The Success Fee will be payable upon consummation of the Financing Raise. In connection with the termination of the Share Purchase Agreement with Medall in December 2018, the Financial Advisory Agreement was also terminated. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. SHAREHOLDERS’ EQUITY Preferred Shares – The Company is authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares will allow the Company to issue shares at different times on different terms. At March 31, 2019 and 2018, there are no preferred shares designated, issued or outstanding. Ordinary Shares – The Company is authorized to issue an unlimited number of no par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2019 and 2018, there were 5,260,831 and 5,091,071 ordinary shares issued and outstanding (excluding 81,701 and 13,438,929 ordinary shares subject to possible redemption). Simultaneously with the consummation of the Initial Public Offering in June 2017, 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 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 – Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). 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 – Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the consummation of a Business Combination. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in Accounting Standards Codification (“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 d March 31, 2019 and 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Description Level 2019 2018 Assets: Marketable securities held in Trust Account 1 $ 12,357,980 $ 146,350,150 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENTS On April 17, 2019 and May 21, 2019, the Company issued two promissory notes to two related parties for $55,000 On May 22, 2019 and May 23, 2019, the Company entered into separate Subscription Agreements with new health care focused institutional investors as well as certain existing investors in DermTech, pursuant to which the Subscribers agreed to purchase an aggregate of 6,153,847 PIPE Shares for a purchase price of $3.25 per share, in a private placement in which the Company will raise an aggregate of approximately $20,000,000, less certain offering related expenses payable by the Company. The PIPE Shares are identical to the shares of common stock that will be held by the Company’s public stockholders at the time of the closing of the Merger. The closing of the sale of PIPE Shares will be contingent upon, among other things, the substantially concurrent consummation of the Merger. On May 29, 2019, the Company entered into the Merger Agreement with DermTech and Merger Sub, pursuant to which Merger Sub will merge with and into DermTech, with DermTech surviving the Merger as a wholly owned subsidiary of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying consolidated 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 consolidated 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 consolidated 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 consolidated 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, 2019 and 2018. |
Assets Held In Trust [Policy Text Block] | Cash and marketable securities held in Trust Account At March 31, 2019 and 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
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. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments, 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 consolidated balance sheets, primarily due to their short-term nature. |
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, 2019 and 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 consolidated balance sheets. |
Earnings Per Share, Policy [Policy Text Block] | Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (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. Ordinary shares subject to possible redemption at March 31, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the earnings from the assets held in the Trust Account. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 7,468,125 ordinary shares, and (2) rights sold in the Initial Public Offering and private placement that convert into 1,493,625 ordinary shares, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of rights into ordinary shares is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods. 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. Accordingly, basic and diluted net income (loss) per ordinary share is calculated as follows: For the years ended March 31, 2019 2018 Net income $ 944,458 $ 856,407 Less: Income attributable to ordinary shares subject to redemption (201,067 ) (1,086,961 ) Adjusted net income (loss) $ 743,391 $ (230,554 ) Weighted average ordinary shares outstanding, basic and diluted 5,136,904 4,721,185 Basic and diluted net income (loss) per ordinary share $ 0.14 $ (0.05 ) |
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, 2019 and 2018, 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. |
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 consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Accordingly, basic and diluted net income (loss) per ordinary share is calculated as follows: For the years ended March 31, 2019 2018 Net income $ 944,458 $ 856,407 Less: Income attributable to ordinary shares subject to redemption (201,067 ) (1,086,961 ) Adjusted net income (loss) $ 743,391 $ (230,554 ) Weighted average ordinary shares outstanding, basic and diluted 5,136,904 4,721,185 Basic and diluted net income (loss) per ordinary share $ 0.14 $ (0.05 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
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 d March 31, 2019 and 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Description Level 2019 2018 Assets: Marketable securities held in Trust Account 1 $ 12,357,980 $ 146,350,150 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 29, 2019 | May 22, 2019 | Mar. 21, 2019 | Jun. 30, 2017 | Jun. 23, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Capital raised through purchase of shares | $ 5,612,500 | $ 0 | $ 5,612,500 | ||||
Dissolution expenses | $ 50,000 | ||||||
Conversion of stock, description | Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. | Each Unit consists of one Public Share, one right and one redeemable warrant ("Public Warrant"). Each right will convert into one-tenth (1/10) of one ordinary share. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per whole share. | |||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||||||
Stock redeemed during period | 13,187,468 | ||||||
Payment for redemption of ordinary shares | $ 136,900,000 | 136,914,634 | 0 | ||||
Common stock purchase price | $ 10 | ||||||
Cash held out side trust | 30,000 | ||||||
Assets held-in-trust, noncurrent | 12,357,980 | $ 146,350,150 | |||||
Interest income (expense), net | 364,000 | ||||||
Investment company, distributable earnings (loss), accumulated capital loss carryforward | $ 1,500,000 | ||||||
Subsequent Event [Member] | DermTech [Member] | |||||||
Right to receive an aggregate of shares of the company | 16,000,000 | ||||||
Subsequent Event [Member] | Subscription Agreement [Member] | PIPE Shares [Member] | |||||||
Capital raised through purchase of shares | $ 20,000,000 | ||||||
Agrgate no of shares to purchase | 6,153,847 | ||||||
Common stock purchase price | $ 3.25 | ||||||
IPO [Member] | |||||||
Sale of stock, number of shares issued in transaction | 14,375,000 | ||||||
Sale of stock, price per share | $ 10 | ||||||
Shares issued, price per share | $ 10.10 | ||||||
Private Placement [Member] | |||||||
Sale of stock, number of shares issued in transaction | 561,250 | ||||||
Capital raised through purchase of shares | $ 5,612,500 | ||||||
IPO and Private Placement [Member] | |||||||
Sale of stock, price per share | $ 10.10 |
SCHEDULE OF EARNINGS PER SHARE,
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Net income | $ 944,458 | $ 856,407 | |
Less: Income attributable to ordinary shares subject to redemption | (201,067) | (1,086,961) | |
Adjusted net income (loss) | $ 743,391 | $ (230,554) | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 5,136,904 | 4,721,185 |
Basic and diluted net income (loss) per ordinary share | $ 0.14 | $ (0.05) | |
[1] | Excludes an aggregate of up to 81,701 and 13,438,929 shares subject to possible redemption at March 31, 2019 and 2018, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash, FDIC insured amount | $ 250,000 | |
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 - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) | 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 - Additional
PRIVATE PLACEMENT - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 23, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Proceeds from issuance of private placement | $ 5,612,500 | $ 0 | $ 5,612,500 |
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 - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 20, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | May 21, 2019 | Apr. 17, 2019 | |
Due to related parties, current | $ 36,095 | $ 11,095 | |||
Related party transaction, expenses from transactions with related party | $ 10,000 | ||||
Professional fee | 120,000 | 90,000 | |||
Accounts Payable [Member] | |||||
Accrued professional fee | 70,000 | $ 20,000 | |||
Commercial Paper [Member] | Subsequent Event [Member] | |||||
Debt instrument face amount | $ 14,559 | $ 55,000 | |||
Promissory Notes [Member] | |||||
Debt conversion, original debt, amount | $ 1,500,000 | ||||
Debt instrument, convertible, conversion price | $ 10 | ||||
Cowen Investments II LLC [Member] | Commercial Paper [Member] | Subsequent Event [Member] | |||||
Debt instrument face amount | $ 14,559 | $ 55,000 |
COMMITMENTS - Additional Inform
COMMITMENTS - Additional Information (Detail) - USD ($) | 1 Months Ended | |
Jun. 19, 2017 | Jul. 31, 2018 | |
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. | |
Financial advisory agreement success fee percentage | 1.50% | |
Financial advisory agreement additional fees percentage | 0.50% | |
Maximum [Member] | ||
Financial advisory agreement value of authorized to be issued | $ 200,000,000 | |
Minimum [Member] | ||
Financial advisory agreement value of authorized to be issued | $ 50,000,000 |
SHAREHOLDERS' EQUITY - Addition
SHAREHOLDERS' EQUITY - Additional Information (Detail) - USD ($) | 1 Months Ended | |||
Jun. 30, 2017 | Jun. 23, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Common stock, shares, issued | 5,260,831 | 5,091,071 | ||
Common stock, shares, outstanding | 5,260,831 | 5,091,071 | ||
Financial instruments subject to mandatory redemption, settlement terms, number of shares | 81,701 | 13,438,929 | ||
Founder Shares Forfeited | 136,250 | |||
Stock Issued | $ 1,362,500 | |||
Share Price | $ 10 | |||
Conversion of Stock, Description | Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. | Each Unit consists of one Public Share, one right and one redeemable warrant ("Public Warrant"). Each right will convert into one-tenth (1/10) of one ordinary share. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per whole share. | ||
Warrants and Rights Subject to Mandatory Redemption [Member] | ||||
Share Price | $ 18 | |||
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights | 0.01 | |||
Cowen Shares Agreement [Member] | ||||
Share Price | $ 12.50 | |||
Shares Transfer Terms And Conditions | 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 $12.50 per share for any 20 trading days within any 30- trading day period commencing after a Business Combination, and with respect to the remaining 50% of the Cowen Shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. |
FAIR VALUE MEASUREMENTS, RECURR
FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Marketable securities held in Trust Account | $ 12,357,980 | $ 146,350,150 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 22, 2019 | Jun. 23, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | May 21, 2019 | Apr. 17, 2019 | Jun. 30, 2017 | |
Common stock purchase price | $ 10 | ||||||
Capital raised through purchase of shares | $ 5,612,500 | $ 0 | $ 5,612,500 | ||||
PIPE Shares [Member] | Subsequent Event [Member] | Subscription Agreement [Member] | |||||||
Agrgate no of shares to purchase | 6,153,847 | ||||||
Common stock purchase price | $ 3.25 | ||||||
Capital raised through purchase of shares | $ 20,000,000 | ||||||
Commercial Paper [Member] | Subsequent Event [Member] | |||||||
Debt instrument face amount | $ 14,559 | $ 55,000 |