Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 08, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | M I Acquisitions, Inc. | |
Entity Central Index Key | 1,653,558 | |
Document Type | 10-Q | |
Trading Symbol | MACQU | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 7,058,743 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Balance Sheets (unaud
Condensed Balance Sheets (unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 479,382 | $ 362,535 |
Prepaid expenses and other current assets | 35,322 | 56,241 |
Total current assets | 514,704 | 418,776 |
Cash and cash equivalents held in trust | 54,948,047 | 54,731,828 |
Total Assets | 55,462,751 | 55,150,604 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 474,677 | 111,011 |
Accounts payable - related party | 60,000 | |
Offering costs payable | 11,616 | 11,616 |
Note payable | 27,500 | 27,500 |
Total Current Liabilities | 573,793 | 150,127 |
Deferred underwriting fee payable | 1,062,022 | 1,062,022 |
Total Liabilities | 1,635,815 | 1,212,149 |
Common stock subject to possible conversion (4,718,573 and 4,748,033 shares at conversion value as of September 30, 2017 and December 31, 2016) | 48,826,934 | 48,938,449 |
Stockholders' Equity: | ||
Preferred stock, $0.001 par value; 1,000,000 authorized none issued and outstanding | ||
Common stock, $0.001 par value; 30,000,000 shares authorized; 2,340,170 and 2,310,710 shares issued and outstanding (excluding 4,718,573 and 4,748,033 shares subject to possible conversion) at September 30, 2017 and December 31, 2016, respectively | 2,340 | 2,311 |
Additional paid in capital | 5,227,402 | 5,115,916 |
Accumulated deficit | (229,740) | (118,221) |
Total Stockholders' Equity | 5,000,002 | 5,000,006 |
Total Liabilities and Stockholders' Equity | $ 55,462,751 | $ 55,150,604 |
Condensed Balance Sheets (unau3
Condensed Balance Sheets (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, conversion value | 4,718,573 | 4,748,033 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 30,000,000 | 30,000,000 |
Common stock, issued | 2,340,170 | 2,310,710 |
Common stock, outstanding | 2,340,170 | 2,310,710 |
Common stock subject to possible conversion | 4,718,573 | 4,748,033 |
Condensed Statements of Operati
Condensed Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
EXPENSES | ||||
Administration fee - related party | $ 30,000 | $ 5,667 | $ 90,000 | $ 5,667 |
Operating costs | 367,033 | 61,360 | 714,534 | 68,624 |
TOTAL EXPENSES | 397,033 | 67,027 | 804,534 | 74,291 |
OTHER INCOME | ||||
Extinguishment of debt | 27,500 | 27,500 | ||
Settlement income | 427,701 | 427,701 | ||
Interest income | 121,682 | 3,145 | 265,314 | 3,145 |
TOTAL OTHER INCOME | 549,383 | 30,645 | 693,015 | 30,645 |
Net income (loss) | $ 152,350 | $ (36,382) | $ (111,519) | $ (43,646) |
Net income (loss) per shares of common stock - basic and diluted (in dollars per share) | $ 0.02 | $ 0.01 | $ (0.14) | $ 0 |
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 2,344,454 | 1,363,737 | 2,327,754 | 1,288,329 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (111,519) | $ (43,646) |
Gain on extinguishment of debt | (27,500) | |
Interest earned on cash and securities held in Trust Account | (265,314) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accrued interest income | (3,145) | |
Formation and organization costs paid by related parties | 2,537 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 20,919 | |
Accounts payable and accrued expenses | 363,666 | 67,027 |
Accounts payable - related party | 60,000 | |
Net Cash Provided By (Used In) Operating Activities | 67,752 | (4,727) |
Cash Flows From Investing Activities: | ||
Interest released from Trust Account | 71,702 | |
Cash deposited into Trust Account | (22,607) | (51,500,000) |
Net Cash Provided By (Used In) Investing Activities | 49,095 | (51,500,000) |
Cash Flows From Financing Activities: | ||
Proceeds from public offering, net of offering costs | 48,194,567 | |
Proceeds from insider units | 4,025,000 | |
Payments of related party notes | (131,720) | |
Proceeds from related party advances | 55,201 | |
Payments of related party advances | (54,230) | |
Payments of offering costs | (80,040) | |
Net Cash Provided By Financing Activities | 52,008,778 | |
Net change in cash and cash equivalents | 116,847 | 504,051 |
Cash and cash equivalents at beginning of period | 362,535 | 5,000 |
Cash and cash equivalents at end of period | 479,382 | 509,051 |
Supplemental disclosure of non-cash financing activities: | ||
Reclassification of deferred offering costs to equity | 258,997 | |
Payment of deferred offering costs by issuance of notes and related party notes | 15,000 | |
Common stock subject to possible conversion | 111,515 | 45,870,695 |
Deferred Underwriting commission | $ 1,000,000 |
Organization, Plan of Business
Organization, Plan of Business Operations and Going Concern Consideration | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Plan of Business Operations and Going Concern Consideration | Note 1 — Organization, Plan of Business Operations and Going Concern Consideration M I Acquisitions, Inc. (the “Company”) was incorporated in Delaware on April 23, 2015 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although the Company intends to focus its search on target businesses operating in the technology, media and telecommunications industries. At September 30, 2017, the Company had not yet commenced any operations. For the nine months ended September 30, 2017, the Company’s activity has been limited to the evaluation of business combination candidates, and the Company will not be generating any operating revenues until the closing and completion of an initial business combination. The registration statement for the Company’s initial public offering was declared effective on September 13, 2016. The Company consummated a public offering of 5,000,000 units (“Units”) on September 19, 2016 (the “Offering”), generating gross proceeds of $50,000,000 and net proceeds of $47,981,581 after deducting $2,018,419 of transaction costs. In addition, the Company generated gross proceeds of $4,025,000 from the private placement of 402,500 units (the “Private Placement”) to certain initial stockholders (“Initial Stockholders”) of the Company. The Units sold pursuant to the Offering and the Private Placement were sold at an offering price of $10.00 per Unit. The Company also incurred additional issuance costs totaling $1,169,032, of which the deferred underwriting fee of $1,062,022 was unpaid as of September 30, 2017. The underwriters exercised the over-allotment option in part and, on October 14, 2016, the underwriters purchased 310,109 Over-allotment Option Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $3,101,090 and net proceeds of $3,008,057 after deducting $93,033 of transaction costs. On October 14, 2016, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 18,607 private Units to one of the initial stockholders, generating gross proceeds of $186,070. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Units, common stock and warrants are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust account at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully. Following the closing of the Offering and the Private Placement (including the partial exercise of the over-allotment option) an amount of $54,694,127 (or $10.30 per share sold to the public in the Offering included in the Units (“Public Shares”)) from the sale of the Units and Private Units is being held in a trust account (“Trust Account”) at J.P. Morgan Chase Bank maintained by American Stock Transfer & Trust Company, acting as trustee, and may be invested in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries or United States bonds, treasuries or notes having a maturity of 180 days or less. The funds in the Trust Account may not be released until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. However, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s insiders will agree to be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for service rendered, contracted for or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. With these exceptions, expenses incurred by the Company may be paid prior to a Business Combination only from the net proceeds of the Proposed Public Offering not held in the Trust Account; provided, however, that in order to meet its working capital needs following the consummation of the Proposed Public Offering, the Company’s Initial Stockholders, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $200,000 of the notes may be converted upon consummation of the Company’s Business Combination into additional Private Units at a price of $10.00 per Unit. If the Company does not complete a Business Combination, the loans would not be repaid. The Company will either seek stockholder approval of any Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. The Company will proceed with a Business Combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if stockholder approval is sought, a majority of the outstanding common shares of the Company voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the common shares sold in the Offering. Accordingly, all shares purchased by a holder in excess of 20% of the shares sold in the Offering will not be converted to cash. In connection with any stockholder vote required to approve any Business Combination, the Initial Stockholders agreed (i) to vote any of their respective shares, including the common shares sold to the Initial Stockholders in connection with the organization of the Company (the “Initial Shares”), common shares included in the Private Units sold in the Private Placement, and any common shares which were initially issued in connection with the Offering, whether acquired in or after the effective date of the Offering, in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. Pursuant to the Company’s amended and restated Certificate of Incorporation if the Company is unable to complete its initial Business Combination within 18 months from the date of the Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company’s board of directors, dissolve and liquidate. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional month (for a total of up to 21 months to complete a Business Combination). Pursuant to the terms of the Company’s amended and restated articles of incorporation and the trust agreement entered into between the Company and American Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $132,753 ($0.025 per unit), up to an aggregate of $398,259, or $0.075 per unit, on or prior to the date of the applicable deadline, for each one month extension. In the event that the Company receives notice from its insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete its initial Business Combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the initial Business Combination, such insiders (or their affiliates or designees) may deposit the entire $398,259. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a pro rata portion of the amount then in the Trust Account less income and franchise tax obligations. Holders of warrants will receive no proceeds in connection with the liquidation. The Initial Stockholders and the holders of Private Units will not participate in any redemption distribution with respect to their initial shares and Private Units, including the common stock included in the Private Units. To the extent the Company is unable to consummate a business combination, the Company will pay the costs of liquidation from the remaining assets outside of the trust account. If such funds are insufficient, the insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than $15,000) and have agreed not to seek repayment of such expenses. Going Concern The accompanying condensed 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 September 30, 2017, the Company had $479,382 in cash and cash equivalents held outside Trust Account, $265,314 in interest income available from the Company’s investments in the Trust Account to pay its franchise and income tax obligations, and a working capital deficit of $59,089. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. 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. Based on the foregoing, the Company may have insufficient funds available to operate its business through the earlier of consummation of a Business Combination or March 19, 2018 (if an extension is not completed). Following the initial Business Combination, if cash on hand is insufficient, the Company may 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 accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company has evaluated subsequent events through the issuance of this Form 10-Q. Operating results for the quarter ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017 or any future interim period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2017. Emerging Growth Company 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 statement 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. 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. Marketable securities held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding public shares if we have not completed a Business Combination in the required time period. As of September 30, 2017, marketable securities held in the Trust Account consisted of $54,948,047 in United States Treasury Bills with an original maturity of six months or less. During the nine months ended September 30, 2017, the Company withdrew interest income totaling $71,702 to be utilized for payment of tax obligations. Of this amount, $22,607 was returned to the Company for overpayment of its tax obligations and deposited into the Trust Account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “ Fair Value Measurements and Disclosures 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. Actual results could differ from those estimates. 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 has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “ Earnings Per Share Reconciliation of net income (loss) per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock 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 loss per common share is calculated as follows: Three Months Ended September 30, Three Months Ended September 30, 2017 2016 Net income (loss) $ 152,350 $ (36,382 ) Less: Income attributable to common shares subject to redemption (108,127 ) 47,084 Adjusted net income (loss) $ 44,223 $ 10,702 Weighted average shares outstanding, basic and diluted 2,344,454 1,363,737 Basic and diluted net income (loss) per common share $ 0.02 $ 0.01 Nine Months Ended September 30, Nine Months Ended September 30, 2017 2016 Net loss $ (111,519 ) $ (43,646 ) Less: Income attributable to common shares subject to redemption (210,500 ) 47,084 Adjusted net income (loss) $ (322,019 ) $ 3,438 Weighted average shares outstanding, basic and diluted 2,327,754 1,288,329 Basic and diluted net loss per common share $ (0.14 ) $ 0.00 Common stock subject to possible conversion The Company accounts for its common stock subject to possible conversion in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity Income Taxes The Company accounts for income taxes under ASC 740 “ Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on April 23, 2015, the evaluation was performed for the 2015 and 2016 tax year. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from January 1, 2017 through September 30, 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Settlement Income During the three and nine months ended September 30, 2017, the Company received $427,701 from an entity with which the Company was negotiating a business combination pursuant to a Letter of Intent originally executed in February 2017. During quarter ended June 30, 2017, the Letter of Intent expired. The amount received was approximately the amount of the expenses the Company incurred in pursuing that business combination transaction. Subsequent Events The Company’s management reviewed all material events that have occurred after the balance sheet date through the date which these financial statements were issued. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On September 19, 2016, the Company sold 5,000,000 Units at a price of $10.00 per Unit generating gross proceeds of $50,000,000 and net proceeds of $47,981,581 after deducting $2,018,419 of transaction costs. In addition, the Company granted the Underwriter the option to purchase an additional 750,000 Units solely to cover over allotments, if any, pursuant to a 45-day over-allotment option granted to the Underwriter. The underwriters exercised the over-allotment option in part and, on October 14, 2016, the underwriters purchased 310,109 Over-allotment Option Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $3,101,090 and net proceeds of $3,008,057 after deducting $93,033 of transaction costs. Each Unit consists of one share of common stock in the Company, and one Warrant (“Warrant”). Each Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share commencing on the later of 30 days after the Company’s completion of its initial Business Combination or September 14, 2017, and expiring five years from the completion of the Company’s initial Business Combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the common shares is at least $16.00 per share for any 20 trading days within a 30-trading day period (“30-Day Trading Period”) ending on the third day prior to the date on which notice of redemption is given, provided there is a current registration statement in effect with respect to the common shares underlying such Warrants during the 30 day redemption period. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In accordance with the warrant agreement relating to the Warrants to be sold and issued in the Offering the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. If a registration statement is not effective within 90 days following the consummation of a Business Combination, Warrant 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 Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act of 1933, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. If an initial Business Combination is not consummated, the Warrants will expire and will be worthless. |
Private Units
Private Units | 9 Months Ended |
Sep. 30, 2017 | |
Private Units | |
Private Units | Note 4 — Private Units Simultaneously with the Offering, the Initial Shareholders of the Company purchased an aggregate of 421,107 Private Units at $10.00 per Private Unit (for an aggregate purchase price of $4,211,070) from the Company. All of the proceeds received from these purchases were placed in the Trust Account. The Private Units are identical to the Units sold in the Offering except the Warrants included in the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, the holders of the Private Units have agreed (A) to vote the shares underlying their Private Units in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of such a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to convert their public shares in connection with any such vote, (C) not to convert any shares underlying the Private Units into the right to receive cash from the Trust Account in connection with a stockholder vote to approve an initial Business Combination or a vote to amend the provisions of the Company’s amended and restated certificate of incorporation relating to shareholders’ rights or pre-Business Combination activity or sell their shares to the Company in connection with a tender offer the Company engages in and (D) that the shares underlying the Private Units shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The purchasers have also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of an initial Business Combination. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Notes Payable | Note 5 — Notes Payable On July 1, 2015, the Company issued a $55,000 principal amount unsecured promissory note. The note was non-interest bearing and was payable on the consummation of the Offering. On September 26, 2016, the Company amended the agreement with lender and outstanding balance was amended to $27,500. The note is now due upon completion of an initial business combination. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Underwriting Agreement The Company entered into an agreement with the underwriters of the Offering (“Underwriting Agreement”). The Underwriting Agreement required the Company to pay an underwriting discount of 3.0% of the gross proceeds of the Offering as an underwriting discount and incur a deferred underwriting discount of up to 2.0% for an aggregate underwriting discount of 5.0% of the gross proceeds of the Offering, in each case as set forth in the Underwriting Agreement. The Company will pay the deferred underwriting fee at the closing of the Business Combination. The underwriters also purchased an interest in M SPAC Holdings I LLC, an entity controlled by the Company’s insiders, which entitles it to a beneficial interest in 63,184 insider shares. The Underwriting Agreement granted Chardan Capital Markets, LLC a right of first refusal, for a period of thirty-six months from the closing of the Offering, to act as lead investment banker, lead book-runner, and/or lead placement agent with 33% of the economics or 25% if three investment banks are involved in the transaction, for any public or private equity and debt offerings during such period. The Underwriting Agreement will provide that the Company will pay Chardan Capital Markets, LLC a warrant solicitation fee of five percent (5%) of the exercise price of each public warrant exercised during the period commencing on the later of 12 months from the closing of the Proposed Public Offering or 30 days after the completion of the Company’s initial business combination including warrants acquired by security holders in the open market. The warrant solicitation fee will be payable in cash. There is no limitation on the maximum warrant solicitation fee payable to Chardan Capital Markets, LLC except to the extent it is limited by the number of warrants outstanding. Purchase Option The Company sold to the underwriters, for $100, a unit purchase option to purchase up to a total of 300,000 units exercisable at $12.00 per unit (or an aggregate exercise price of $3,600,000) commencing on the later of the consummation of a Business Combination and six months from September 13, 2016. The unit purchase option expires five years from September 13, 2016. The units issuable upon exercise of this option are identical to the Units being offered in the Offering. The Company has agreed to grant to the holders of the unit purchase option, demand and “piggy back” registration rights for periods of five and seven years, respectively, from September 13, 2016, including securities directly and indirectly issuable upon exercise of the unit purchase option. The Company accounts for the fair value of the unit purchase option, inclusive of the receipt of a $100 cash payment, as an expense of the Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of this unit purchase option was approximately $2,695,000 (or $8.98 per unit) using a Black-Scholes option-pricing model. The fair value of the unit purchase option to be granted to the placement agent is estimated as of the date of grant using the following assumptions: (1) expected volatility of 149%, (2) risk-free interest rate of 1.22% and (3) expected life of five years. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described in Note 3), such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying common stock) to exercise the unit purchase option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless. Registration Rights The Initial Stockholders are entitled to registration rights with respect to their initial shares and the purchasers of the Private Units will be entitled to registration rights with respect to the Private Units (and underlying securities), pursuant to an agreement signed on September 13, 2016. The holders of the majority of the initial shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Private Units (or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination. Administrative Service Fee The Company, commencing on September 13, 2016, has agreed to pay an affiliate of the Company’s executive officers a monthly fee of $10,000 for general and administrative services due on the first of each month. During the three months ended September 30, 2017 and 2016, the Company incurred administrative fees of $30,000 and $5,667, respectively. During the nine months ended September 30, 2017 and 2016, the Company incurred administrative fees of $90,000 and $5,667, respectively. In April 2017, the Company and its Sponsor have agreed to defer payment of the monthly administrative service fee until a future date which has yet to be determined by the Sponsor. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | Note 7 — Stockholder’s Equity Preferred Stock The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2017, there are no preferred shares issued or outstanding. Common Stock Amended and Restated Certificate of Incorporation The Company’s Certificate of Incorporation was amended in connection with the Offering to reduce the Company’s authorized shares of common stock from 50,000,000 to 30,000,000. The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.001 per share. On April 23, 2015, 1,437,500 shares of the Company’s common stock were sold to the Initial Stockholders at a price of approximately $0.02 per share for an aggregate of $25,000. This number includes an aggregate of up to 187,500 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. All of these shares will be placed in escrow until (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. On November 11, 2016, 109,973 Founders’ shares were forfeited and cancelled. As of September 30, 2017 and December 31, 2016, there were 2,340,170 and 2,310,710 common shares issued and outstanding, which excludes 4,718,573 and 4,748,033 shares subject to possible conversion, respectively. The Company’s insiders have agreed (A) to vote their insider shares, private shares and any public shares acquired in or after the Offering in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of its obligation to redeem 100% of its public shares if it does not complete its initial business combination within 18 months from the closing of the Offering (or 21 months, as applicable), unless the Company provides its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including the insider shares and private shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s proposed initial Business Combination (or sell any shares they hold to the Company in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of the Company’s certificate of incorporation relating to the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 18 months from the closing of the Offering (or 21 months, as applicable) and (D) that the insider shares and private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the Trust Account if a Business Combination is not consummated. |
Significant Accounting Polici13
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company has evaluated subsequent events through the issuance of this Form 10-Q. Operating results for the quarter ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017 or any future interim period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 13, 2017. |
Emerging Growth Company | Emerging Growth Company 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 statement 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding public shares if we have not completed a Business Combination in the required time period. As of September 30, 2017, marketable securities held in the Trust Account consisted of $54,948,047 in United States Treasury Bills with an original maturity of six months or less. During the nine months ended September 30, 2017, the Company withdrew interest income totaling $71,702 to be utilized for payment of tax obligations. Of this amount, $22,607 was returned to the Company for overpayment of its tax obligations and deposited into the Trust Account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “ Fair Value Measurements and Disclosures |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “ Earnings Per Share Reconciliation of net income (loss) per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock 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 loss per common share is calculated as follows: Three Months Ended September 30, Three Months Ended September 30, 2017 2016 Net income (loss) $ 152,350 $ (36,382 ) Less: Income attributable to common shares subject to redemption (108,127 ) 47,084 Adjusted net income (loss) $ 44,223 $ 10,702 Weighted average shares outstanding, basic and diluted 2,344,454 1,363,737 Basic and diluted net income (loss) per common share $ 0.02 $ 0.01 Nine Months Ended September 30, Nine Months Ended September 30, 2017 2016 Net loss $ (111,519 ) $ (43,646 ) Less: Income attributable to common shares subject to redemption (210,500 ) 47,084 Adjusted net income (loss) $ (322,019 ) $ 3,438 Weighted average shares outstanding, basic and diluted 2,327,754 1,288,329 Basic and diluted net loss per common share $ (0.14 ) $ 0.00 |
Common stock subject to possible conversion | Common stock subject to possible conversion The Company accounts for its common stock subject to possible conversion in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 “ Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on April 23, 2015, the evaluation was performed for the 2015 and 2016 tax year. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from January 1, 2017 through September 30, 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Related Parties | Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Settlement Income | Settlement Income During the three and nine months ended September 30, 2017, the Company received $427,701 from an entity with which the Company was negotiating a business combination pursuant to a Letter of Intent originally executed in February 2017. During quarter ended June 30, 2017, the Letter of Intent expired. The amount received was approximately the amount of the expenses the Company incurred in pursuing that business combination transaction. |
Subsequent Events | Subsequent Events The Company’s management reviewed all material events that have occurred after the balance sheet date through the date which these financial statements were issued. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici14
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies Tables | |
Schedule of Reconciliation of net income (loss) per common share | Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Three Months Ended September 30, 2017 2016 Net income (loss) $ 152,350 $ (36,382 ) Less: Income attributable to common shares subject to redemption (108,127 ) (2,637 ) Adjusted net income (loss) $ 44,223 $ (39,019 ) Weighted average shares outstanding, basic and diluted 2,344,454 1,363,737 Basic and diluted net income (loss) per common share $ 0.02 $ (0.03 ) Nine Months Nine Months Ended September 30, 2017 2016 Net loss $ (111,519 ) $ (43,646 ) Less: Income attributable to common shares subject to redemption (235,758 ) (2,637 ) Adjusted net loss $ (347,277 ) $ (46,283 ) Weighted average shares outstanding, basic and diluted 2,327,754 1,288,329 Basic and diluted net loss per common share $ (0.15 ) $ (0.04 ) |
Organization, Plan of Busines15
Organization, Plan of Business Operations and Going Concern Consideration (Details Narrative) - USD ($) | Oct. 14, 2016 | Sep. 19, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 23, 2015 |
Net proceeds from offering | $ 48,194,567 | ||||||
Minimum net tangible assets proceed with business combination | $ 5,000,001 | ||||||
Percentage of conversion rights | 20.00% | ||||||
Percentage of shares sold | 20.00% | ||||||
Maximum costs of liquidation | $ 15,000 | ||||||
Cash and cash equivalents | 479,382 | $ 509,051 | $ 362,535 | $ 5,000 | |||
Initial Stockholders [Member] | |||||||
Shares price (in dollars per share) | $ 0.02 | ||||||
Trust Account [Member] | Trust Agreement [Member] | |||||||
Interest income | 265,314 | ||||||
Working capital deficit | 59,089 | ||||||
Trust Account [Member] | Trust Agreement [Member] | Minimum [Member] | |||||||
Transaction costs of offering | $ 132,753 | ||||||
Shares price (in dollars per share) | $ 0.025 | ||||||
Trust Account [Member] | Trust Agreement [Member] | Maximum [Member] | |||||||
Transaction costs of offering | $ 398,259 | ||||||
Shares price (in dollars per share) | $ 0.075 | ||||||
Affiliates [Member] | |||||||
Deposit | $ 398,259 | ||||||
Outside Trust Account [Member] | Trust Agreement [Member] | |||||||
Cash and cash equivalents | $ 479,382 | ||||||
Initial Public Offering [Member] | |||||||
Number of units issued | 5,000,000 | ||||||
Gross proceeds from issuance | $ 50,000,000 | ||||||
Net proceeds from offering | 47,981,581 | ||||||
Transaction costs of offering | $ 2,018,419 | ||||||
Shares price (in dollars per share) | $ 10 | $ 10.30 | |||||
Initial Public Offering [Member] | Trust Account [Member] | |||||||
Gross proceeds from issuance | $ 54,694,127 | ||||||
Private Placement [Member] | |||||||
Shares price (in dollars per share) | $ 10 | ||||||
Amount of business transaction | $ 200,000 | ||||||
Private Placement [Member] | Initial Stockholders [Member] | |||||||
Number of units issued | 402,500 | ||||||
Gross proceeds from issuance | $ 4,025,000 | ||||||
Shares price (in dollars per share) | $ 10 | ||||||
Issuance costs | $ 1,169,032 | ||||||
Deferred underwriting fee | $ 1,062,022 | ||||||
Over-Allotment Option [Member] | Initial Stockholders [Member] | |||||||
Number of units issued | 18,607 | ||||||
Gross proceeds from issuance | $ 186,070 | ||||||
Over-Allotment Option [Member] | Underwriters [Member] | |||||||
Number of units issued | 310,109 | 750,000 | |||||
Gross proceeds from issuance | $ 3,101,090 | ||||||
Net proceeds from offering | 3,008,057 | ||||||
Transaction costs of offering | $ 93,033 | ||||||
Shares price (in dollars per share) | $ 10 |
Significant Accounting Polici16
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Significant Accounting Policies Details | ||||
Net income (loss) | $ 152,350 | $ (36,382) | $ (111,519) | $ (43,646) |
Less: Income attributable to common shares subject to redemption | (108,127) | 47,084 | (210,500) | 47,084 |
Adjusted net income (loss) | $ 44,223 | $ 10,702 | $ (322,019) | $ 3,438 |
Weighted average shares outstanding, basic and diluted (in shares) | 2,344,454 | 1,363,737 | 2,327,754 | 1,288,329 |
Basic and diluted net income (loss) per common share (in dollars per share) | $ 0.02 | $ 0.01 | $ (0.14) | $ 0 |
Significant Accounting Polici17
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Marketable securities | $ 54,948,047 | $ 54,948,047 | |||
Number of shares excludes subject to possible conversion | 4,718,573 | 4,718,573 | 4,748,033 | ||
Interest income | $ 71,702 | ||||
Cash deposited into Trust Account | (22,607) | $ (51,500,000) | |||
Settlement income | $ 427,701 | $ 427,701 | |||
Trust Account [Member] | US Treasury Securities [Member] | |||||
Maturity description | An original maturity of six months or less. | ||||
Over-Allotment Option [Member] | |||||
Maximum number of shares forfeiture | 187,500 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Oct. 14, 2016 | Sep. 19, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Net proceeds from offering | $ 48,194,567 | |||
Initial Public Offering [Member] | ||||
Number of units issued | 5,000,000 | |||
Number of units issued, value | $ 50,000,000 | |||
Shares issued price per share | $ 10 | $ 10.30 | ||
Net proceeds from offering | $ 47,981,581 | |||
Description initial public offering | Each Unit consists of one share of common stock in the Company, and one Warrant (“Warrant”). Each Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share commencing on the later of 30 days after the Company’s completion of its initial Business Combination or September 14, 2017, and expiring five years from the completion of the Company’s initial Business Combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the common shares is at least $16.00 per share for any 20 trading days within a 30-trading day period (“30-Day Trading Period”) ending on the third day prior to the date on which notice of redemption is given, provided there is a current registration statement in effect with respect to the common shares underlying such Warrants during the 30 day redemption period. | |||
Stock issuance cost | $ 2,018,419 | |||
Over-Allotment Option [Member] | Underwriters [Member] | ||||
Number of units issued | 310,109 | 750,000 | ||
Number of units issued, value | $ 3,101,090 | |||
Shares issued price per share | $ 10 | |||
Net proceeds from offering | $ 3,008,057 | |||
Stock issuance cost | $ 93,033 |
Private Units (Details Narrativ
Private Units (Details Narrative) - USD ($) | Apr. 23, 2015 | Sep. 30, 2017 | Sep. 30, 2016 |
Gross proceeds from issuance | $ 4,025,000 | ||
Initial Stockholders [Member] | |||
Number of shares issued | 1,437,500 | ||
Shares price (in dollars per share) | $ 0.02 | ||
Private Placement [Member] | |||
Shares price (in dollars per share) | $ 10 | ||
Private Placement [Member] | Initial Stockholders [Member] | |||
Number of shares issued | 421,107 | ||
Gross proceeds from issuance | $ 4,211,070 | ||
Shares price (in dollars per share) | $ 10 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 01, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 26, 2016 |
Repayment of debt | $ 54,230 | ||||
Note payable | $ 27,500 | $ 27,500 | |||
Unsecured Promissory Note [Member] | |||||
Principal amount | $ 55,000 | ||||
Description of payments terms | The consummation of the Public Offering. | ||||
Note payable | $ 27,500 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Sep. 13, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Administrative service fee | $ 30,000 | $ 5,667 | $ 90,000 | $ 5,667 | |
Underwriters [Member] | $100 Unit Purchase Option [Member] | |||||
Cash receipt | $ 100 | ||||
Number of units issued | 300,000 | ||||
Sale of stock (in dollars per unit) | $ 12 | $ 12 | |||
Number of units issued, value | $ 3,600,000 | ||||
Expiration period | 5 years | ||||
Fair value | $ 2,695,000 | ||||
Fair value (in dollars per unit) | $ 8.98 | $ 8.98 | |||
Expected life | 5 years | ||||
Affiliated Entity [Member] | |||||
Administrative service fee | $ 10,000 | $ 30,000 | $ 5,667 | $ 90,000 | $ 5,667 |
Underwriting Agreement [Member] | M SPAC Holdings I LLC [Member] | |||||
Number of beneficial interest | 63,184 | ||||
Demand and "Piggy Back" Registration Rights [Member] | Underwriters [Member] | $100 Unit Purchase Option [Member] | Minimum [Member] | |||||
Expiration period | 5 years | ||||
Demand and "Piggy Back" Registration Rights [Member] | Underwriters [Member] | $100 Unit Purchase Option [Member] | Maximum [Member] | |||||
Expiration period | 7 years |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | Nov. 11, 2016 | Apr. 23, 2015 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, issued | |||||
Preferred stock, outstanding | |||||
Common stock, authorized | 30,000,000 | 30,000,000 | |||
Common stock, previously authorized | 50,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, issued | 2,340,170 | 2,310,710 | |||
Common stock, outstanding | 2,340,170 | 2,310,710 | |||
Number of shares excludes subject to possible conversion | 4,718,573 | 4,748,033 | |||
Founders' shares [Member] | |||||
Number of shares forfeited and cancelled | 109,973 | ||||
Over-Allotment Option [Member] | |||||
Maximum number of shares forfeiture | 187,500 | ||||
Initial Stockholders [Member] | |||||
Number of shares issued | 1,437,500 | ||||
Shares price (in dollars per share) | $ 0.02 | ||||
Number of shares issued, value | $ 25,000 | ||||
Initial Stockholders [Member] | Over-Allotment Option [Member] | |||||
Maximum number of shares forfeiture | 187,500 | ||||
Description of escrow shares | (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. |