Priority Technology (PRTH) 10-Q 18 Jul 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 13, 2018
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	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	Yes
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,681,512
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Balance Sheets (unaud

Condensed Balance Sheets (unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 887	$ 172,196
Prepaid expenses and other current assets	27,739	9,936
Total current assets	28,626	182,132
Cash and cash equivalents held in trust	51,904,674	55,081,899
Total Assets	51,933,300	55,264,031
Current Liabilities:
Accounts payable and accrued expenses	816,356	349,292
Offering costs payable	11,616	11,616
Note payable	369,776	27,500
Note payable - related parties	132,753
Total Current Liabilities	1,330,501	388,408
Deferred underwriting fee payable	1,062,022	1,062,022
Total Liabilities	2,392,523	1,450,430
Commitments
Common stock subject to possible conversion (4,239,522 and 4,705,821 shares at conversion value as of June 30, 2018 and December 31, 2017)	44,540,771	48,813,595
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; 2,441,990 and 2,352,922 shares issued and outstanding (excluding 4,239,522 and 4,705,821 shares subject to possible conversion) at June 30, 2018 and December 31, 2017, respectively	2,442	2,353
Additional paid in capital	5,549,924	5,240,728
Accumulated deficit	(552,360)	(243,075)
Total Stockholders' Equity	5,000,006	5,000,006
Total Liabilities and Stockholders' Equity	$ 51,933,300	$ 55,264,031

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock subject to possible conversion	4,239,522	4,705,821
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	2,441,990	2,352,922
Common stock, outstanding	2,441,990	2,352,922
Common stock excluding subject to possible conversion	4,239,522	4,705,821

Condensed Statements of Operati

Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
EXPENSES
Administration fee - related party	$ 30,000	$ 30,000	$ 60,000	$ 60,000
Operating costs	351,372	132,035	642,600	347,501
TOTAL EXPENSES	381,372	162,035	702,600	407,501
OTHER INCOME
Interest income	218,837	87,011	393,315	143,632
TOTAL OTHER INCOME	218,837	87,011	393,315	143,632
Net loss	$ (162,535)	$ (75,024)	$ (309,285)	$ (263,869)
Net loss per share of common stock - basic (in dollars per share)	$ (0.15)	$ (0.04)	$ (0.28)	$ (0.16)
Weighted average shares of common stock outstanding - basic and diluted (in shares)	2,392,650	2,327,728	2,352,922	2,319,266

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows From Operating Activities:
Net loss	$ (309,285)	$ (263,869)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and securities held in Trust Account	(393,315)	(143,632)
Changes in operating assets and liabilities:
Prepaid expenses	(17,803)	(61,398)
Accounts payable and accrued expenses	543,835	182,052
Net Cash Used In Operating Activities	(176,568)	(286,847)
Cash Flows From Investing Activities:
Interest released from Trust Account	5,260	71,702
Cash deposited into Trust account	(398,259)	(22,607)
Withdrawal from Trust Account upon redemption of common stock	3,963,539
Net Cash Provided By Investing Activities	3,570,540	49,095
Cash Flows From Financing Activities:
Proceeds from related party notes	132,753
Proceeds from notes payable	265,505
Redemption of common stock	(3,963,539)
Net Cash Used In Financing Activities	(3,565,281)
Net change in cash and cash equivalents	(171,309)	(237,752)
Cash and cash equivalents at beginning of period	172,196	362,535
Cash and cash equivalents at end of period	887	124,783
Supplemental disclosure of non-cash financing activities:
Proceeds from note payable used to pay operating expenses	76,771
Change in common stock subject to possible conversion	$ (4,272,824)	$ 263,869

Organization, Plan of Business

Organization, Plan of Business Operations and Going Concern Consideration	6 Months Ended
	Jun. 30, 2018
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 June 30, 2018, the Company had not yet commenced any operations. For the six months ended June 30, 2018, the Company’s activity has been limited to the evaluation of business combination candidates (see Note 6 – Commitments: Contribution Agreement), 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 (the “Private Placement”) of 402,500 units (the “Private Units”) 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 June 30, 2018. 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 (“American”), 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 agreed 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 tax obligations 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 tax obligations 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 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 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 by September 17, 2018, 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. Between March of 2018 and June of 2018 and pursuant to the terms of the original investment management trust agreement between the Company and American Stock Transfer & Trust dated September 13, 2016, the Company’s insiders and their affiliates or designees had deposited $398,258 into the trust account in order to extend the time the Company had to complete a business combination from March 19, 2018 to June 19, 2018. On June 15, 2018, the Company further extended the time the Company has to complete a business combination to September 17, 2018, pursuant to a vote of our stockholders by amending the Company’s investment management trust agreement with American Stock Transfer & Trust Company and by amending and restating the certificate of incorporation of the Company. No additional consideration was paid for the extension of such deadline to September 17, 2018. Shareholders redeemed a total of 377,231 public shares at a price per share of $10.507 (or $3,963,539 in the aggregate) in connection with the vote to extend the liquidation date to September 17, 2018. This resulted in a reduction of M I Acquisitions’ trust account by $3,963,539. 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 shareholder will receive a pro rata portion of the amount then in the Trust Account less 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 June 30, 2018, the Company had $887 in cash and cash equivalents held outside Trust Account, $792,481 in interest income available from the Company’s investments in the Trust Account to pay its tax obligations, and a working capital deficit of $1,301,875. 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 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 September 17, 2018. 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	6 Months Ended
	Jun. 30, 2018
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 June 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018 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 27, 2018. 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 remaining proceeds of the Initial Public Offering, in addition to aggregate proceeds of $398,258 received to date to extend the time to complete an initial business combination, 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 the company has completed a Business Combination in the required time period. As of June 30, 2018, marketable securities held in the Trust Account consisted of $51,904,674 in United States Treasury Bills with an original maturity of six months or less. During the six months ended June 30, 2018, the Company withdrew interest income totaling $5,260 to be utilized for payment of tax obligations. 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 and the reported amounts of revenues and expenses during the reporting periods. 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 Loss Per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “ Earnings Per Share Reconciliation of net loss per common share The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to conversion, 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 Three Months Ended Net loss $ (162,535 ) $ (75,024 ) Less: Income attributable to common shares subject to conversion (188,026 ) (24,610 ) Adjusted net loss $ (350,561 ) $ (99,634 ) Weighted average shares outstanding, basic and diluted 2,392,650 2,327,728 Basic and diluted net loss per common share $ (0.15 ) $ (0.04 ) Six Months Ended Six Months Ended Net loss $ (309,285 ) $ (263,869 ) Less: Income attributable to common shares subject to conversion (337,950 ) (102,325 ) Adjusted net loss $ (647,235 ) $ (366,194 ) Weighted average shares outstanding, basic and diluted 2,352,922 2,319,266 Basic and diluted net loss per common share $ (0.28 ) $ (0.16 ) 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, 2016 and 2017 tax years. 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, 2018 through June 30, 2018. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. Under ASC 740, the enactment of the Tax Act also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets were revalued from 35% to 21% with a corresponding offset to the valuation allowance. The Company will continue to analyze the Tax Act to assess the full effects on its financial results, including disclosures, for our fiscal year ending December 31, 2018. 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. 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	6 Months Ended
	Jun. 30, 2018
Initial Public Offering
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 of 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 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 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	6 Months Ended
	Jun. 30, 2018
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 are 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	6 Months Ended
	Jun. 30, 2018
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. On April 12, 2018, the Company issued a promissory note in the aggregate principal amount of $132,753 to Priority Holdings, LLC. period of time the Company had to complete a business combination for an additional one month, from April 19, 2018 to May 19, 2018. The note does not bear interest and is payable five business days after the date the Company completes a business combination. On April 19, 2018, the Company issued a promissory note in the aggregate principal amount of $76,771 to Priority Holdings, LLC. The proceeds . The note does not bear interest and is payable five business days after the date the Company completes a business combination. On May 15, 2018, the Company issued a promissory note in the aggregate principal amount of $132,753 to Priority Holdings, LLC. The proceeds period of time the Company had to complete a business combination for an additional three months, from May 19, 2018 to September 19, 2018. The note does not bear interest and is payable five business days after the date the Company completes a business combination.

Notes Payable - Related Parties

Notes Payable - Related Parties	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Notes Payable - Related Parties	Note 5 — Notes Payable – Related Parties $132,753 to its sponsors (M SPAC LLC, M SPAC Holdings I, LLC and M SPAC Holdings II, LLC) period of time the Company had to complete a business combination for an additional one month, from March 19, 2018 to April 19, 2018. The notes do not bear interest and are payable five business days after the date the Company completes a business combination.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2018
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 provides 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. 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, 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 June 30, 2018 and 2017, the Company incurred administrative fees of $30,000 and $30,000, respectively. During the six months ended June 30, 2018 and 2017, the Company incurred administrative fees of $60,000 and $60,000, respectively. As of June 30, 2018, the Company accrued $20,000 due the affiliate. Contribution Agreement On February 26, 2018, the Company entered into a Contribution Agreement with Priority Investment Holdings, LLC and Priority Incentive Equity Holdings, LLC (collectively, the “Interest Holders”) to acquire all of the outstanding equity interests of Priority Holdings, LLC (“Priority”), a leading provider of B2C and B2B payment processing solutions. On March 26, 2018, the Company entered into an Amended and Restated Contribution Agreement with the Interest Holders (as amended and restated, the “Purchase Agreement”). Upon the closing of the transactions contemplated by the Purchase Agreement, the Company will acquire 100% of the issued and outstanding equity securities of Priority (the “Business Combination”), which will result in Priority becoming a wholly-owned subsidiary of the Company. In connection with the Business Combination, the Company will change its name to Priority Technology Holdings, Inc. The consideration to be paid by the Company to the Interest Holders in the business combination is a number of shares of the Company’s common stock equal to Priority’s equity value (which the Purchase Agreement defines as of the signing date as the $947.8 million enterprise value of Priority, less the net debt of Priority, subject to certain adjustments as described in the Purchase Agreement) divided by $10.30.If Priority acquires any businesses prior to the closing of the Business Combination that increase Priority’s Earnout Adjusted EBITDA in aggregate by more than $9.0 million, Priority’s enterprise value will increase by multiplying the incremental increase in Earnout Adjusted EBITDA of such acquisition by 12.5, provided that estimated synergies related to any such acquisitions included in the Earnout Adjusted EBITDA calculation of Priority shall be capped at 20% of the Earnout Adjusted EBITDA of the applicable acquisition with respect to the 12-month period immediately preceding the consummation of such acquisition. In addition, any cash that Priority spends to acquire any technology assets, up to $5.0 million, to purchase securities from the Founders pursuant to the Founders Share Agreement described below or to extend the time we have to complete a business combination, will be included in the calculation of net debt as cash and cash equivalents (which would reduce the amount of net debt, effectively increasing the assumed equity value of Priority and increasing the number of shares that would be issued to the Interest Holders). An additional 9.8 million shares of M I Acquisitions common stock may be issued as earn-out consideration to the Interest Holders or at their election, to members of Priority’s management or other service providers post-business combination pursuant to the Earnout Incentive Plan—4.9 million shares for the first earn-out and 4.9 million shares for the second earn-out. For the first earn-out, Earnout Adjusted EBITDA of M I Acquisitions must be no less than $82.5 million for the year ended December 31, 2018 and the M I Acquisitions stock price must have traded in excess of $12.00 for any 20 trading days within any consecutive 30-day trading period at any time on or before December 31, 2019. For the second earn-out, Earnout Adjusted EBITDA of M I Acquisitions must be no less than $91.5 million for the year ending December 31, 2019 and the M I Acquisitions stock price must have traded in excess of $14.00 for any 20 trading days within any consecutive 30-day trading period at any time between January 1, 2019 and December 31, 2020. In the event that the first earn-out targets are not met, the entire 9.8 million shares may be issued if the second earn-out targets are met. Concurrently with the Purchase Agreement, the Company’s founding stockholders (the “Founders”) and Priority entered into a purchase agreement (the “Founders Share Agreement”) pursuant to which Priority agreed to purchase 421,107 of the units issued to the Founders in a private placement immediately prior to the Company’s initial public offering, and 453,210 shares of common stock of the Company issued to the Founders for an aggregate purchase price of approximately $2.1 million. In addition, pursuant to the Founders Share Agreement, the Founders will forfeit 174,863 founder’s shares at the closing of the Business Combination, which shares may be reissued to the Founders if one of the earn-outs described above (and relating to the Purchase Agreement consideration) is achieved. In addition, the Founders and Thomas C. Priore, the Executive Chairman of Priority (“TCP”), entered into a letter agreement (the “Letter Agreement”) pursuant to which the Founders granted TCP (i) the right to purchase at any time all or some of the Founders’ remaining shares of the Company’s common stock at the prevailing market price subject to certain conditions including a floor of $10.30 per share and (ii) a right of first refusal on any proposed transfer of shares by the Founders. On July 19, 2018, the Company will hold a special meeting at which the holders of the Company’s shares of common stock will be asked to approve the amended and restated Purchase Agreement. In addition, the shareholders will vote on other proposals related to the business combination. Nasdaq Notification Letter On January 3, 2018, the Company received a letter (the “Notification Letter”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company no longer complies with Nasdaq Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2016. On February 20, 2018, the Company submitted its plan to regain compliance pursuant to the procedures set forth in the Nasdaq listing rules. On February 20, 2018, Nasdaq granted the Company an extension until June 19, 2018 to regain compliance. On June 19, 2018, the Company received a notice from Nasdaq stating that as a result of the Annual Meeting held on June 15, 2018, the Company is now in compliance with the Rules.

Stockholder's Equity

Stockholder's Equity	6 Months Ended
	Jun. 30, 2018
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 June 30, 2018, there are no preferred shares issued or outstanding. Common Stock 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 included an aggregate of up to 187,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. All of these shares were 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. In June 2018, holders of 377,231 shares of the Company’s common stock redeemed their shares for cash of $3,963,539. As of June 30, 2018 and December 31, 2017, there were 2,441,990 and 2,352,922 common shares issued and outstanding, which excludes 4,239,522 and 4,705,821 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 by September 17, 2018, 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 tax obligations, 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. 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 accounted 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.

Significant Accounting Polici14

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
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 June 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018 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 27, 2018.
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 remaining proceeds of the Initial Public Offering, in addition to aggregate proceeds of $398,258 received to date to extend the time to complete an initial business combination, 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 the company has completed a Business Combination in the required time period. As of June 30, 2018, marketable securities held in the Trust Account consisted of $51,904,674 in United States Treasury Bills with an original maturity of six months or less. During the six months ended June 30, 2018, the Company withdrew interest income totaling $5,260 to be utilized for payment of tax obligations.
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 and the reported amounts of revenues and expenses during the reporting periods. 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 Loss Per Common Share	Net Loss Per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “ Earnings Per Share
Reconciliation of net loss per common share	Reconciliation of net loss per common share The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to conversion, 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 Three Months Ended Net loss $ (162,535 ) $ (75,024 ) Less: Income attributable to common shares subject to conversion (188,026 ) (24,610 ) Adjusted net loss $ (350,561 ) $ (99,634 ) Weighted average shares outstanding, basic and diluted 2,392,650 2,327,728 Basic and diluted net loss per common share $ (0.15 ) $ (0.04 ) Six Months Ended Six Months Ended Net loss $ (309,285 ) $ (263,869 ) Less: Income attributable to common shares subject to conversion (337,950 ) (102,325 ) Adjusted net loss $ (647,235 ) $ (366,194 ) Weighted average shares outstanding, basic and diluted 2,352,922 2,319,266 Basic and diluted net loss per common share $ (0.28 ) $ (0.16 )
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, 2016 and 2017 tax years. 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, 2018 through June 30, 2018. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. Under ASC 740, the enactment of the Tax Act also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets were revalued from 35% to 21% with a corresponding offset to the valuation allowance. The Company will continue to analyze the Tax Act to assess the full effects on its financial results, including disclosures, for our fiscal year ending December 31, 2018.
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.
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 Polici15

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Schedule of reconciliation of net loss per common share	Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended Three Months Ended Net loss $ (162,535 ) $ (75,024 ) Less: Income attributable to common shares subject to conversion (188,026 ) (24,610 ) Adjusted net loss $ (350,561 ) $ (99,634 ) Weighted average shares outstanding, basic and diluted 2,392,650 2,327,728 Basic and diluted net loss per common share $ (0.15 ) $ (0.04 ) Six Months Ended Six Months Ended Net loss $ (309,285 ) $ (263,869 ) Less: Income attributable to common shares subject to conversion (337,950 ) (102,325 ) Adjusted net loss $ (647,235 ) $ (366,194 ) Weighted average shares outstanding, basic and diluted 2,352,922 2,319,266 Basic and diluted net loss per common share $ (0.28 ) $ (0.16 )

Organization, Plan of Busines16

Organization, Plan of Business Operations and Going Concern Consideration (Details Narrative) - USD ($)	Jun. 15, 2018	Oct. 14, 2016	Sep. 19, 2016	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016	Apr. 23, 2015
Net proceeds from offering					$ 398,258
Minimum net tangible assets proceed with business combination				$ 5,000,001	$ 5,000,001
Percentage of conversion rights				20.00%	20.00%
Percentage of shares sold				20.00%	20.00%
Maximum costs of liquidation					$ 15,000
Cash and cash equivalents				$ 887	887	$ 172,196	$ 124,783	$ 362,535
Initial Stockholders [Member]
Shares price (in dollars per share)									$ 0.02
Trust Account [Member] | Trust Agreement [Member]
Interest income					792,481
Working capital deficit					1,301,875
Trust Account [Member] | Original Investment Management Trust Agreement [Member]
Transaction costs of offering				398,258
Shares price (in dollars per share)	$ 10.507
Common stock redeemed (in shares)	377,231
Common stock redeemed value	$ 3,963,539
Outside Trust Account [Member] | Trust Agreement [Member]
Cash and cash equivalents				$ 887	$ 887
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	$ 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	$ 10
Amount of business transaction				$ 200,000	$ 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	$ 10
Issuance costs				$ 1,169,032	$ 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 Polici17

Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accounting Policies [Abstract]
Net loss	$ (162,535)	$ (75,024)	$ (309,285)	$ (263,869)
Less: Income attributable to common shares subject to conversion	(188,026)	(24,610)	(337,950)	(102,325)
Adjusted net loss	$ (350,561)	$ (99,634)	$ (647,235)	$ (366,194)
Weighted average shares outstanding, basic and diluted (in shares)	2,392,650	2,327,728	2,352,922	2,319,266
Basic and diluted net loss per common share (in dollars per share)	$ (0.15)	$ (0.04)	$ (0.28)	$ (0.16)

Significant Accounting Polici18

Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017
Marketable securities	$ 51,904,674
Number of shares excludes subject to possible conversion	4,239,522	4,705,821	4,714,289
Interest income	$ 5,260
Federal income tax rate	21.00%
Previous federal income tax rate	35.00%
Proceeds from public offering	$ 398,258
US Treasury Securities [Member] | Trust Account [Member]
Maturity description	An original maturity of six months or less.

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	Oct. 14, 2016	Sep. 19, 2016	Jun. 30, 2018
Net proceeds from offering			$ 398,258
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 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	Jun. 30, 2018
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 ($)	May 15, 2018	Apr. 19, 2018	Apr. 12, 2018	Jul. 01, 2015	Jun. 30, 2018	Dec. 31, 2017	Sep. 26, 2016
Note payable					$ 369,776	$ 27,500
Unsecured Promissory Note [Member]
Principal amount				$ 55,000
Description of payments terms				The consummation of the Public Offering.
Note payable							$ 27,500
Promissory Note [Member] | Priority Holdings, LLC [Member]
Principal amount	$ 132,753	$ 76,771	$ 132,753
Description of payments terms	The notes do not bear interest and are payable five business days after the date the Company completes a business combination.	The notes do not bear interest and are payable five business days after the date the Company completes a business combination.	The notes do not bear interest and are payable five business days after the date the Company completes a business combination.

Notes Payable - Related Parti22

Notes Payable - Related Parties (Details Narrative) - M SPAC LLC, M SPAC Holdings I, LLC and M SPAC Holdings II, LLC [Member]	Mar. 13, 2018USD ($)
Principal amount	$ 132,753
Debt interest rate terms	The notes do not bear interest and are payable five business days after the date the Company completes a business combination.

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	Feb. 26, 2018	Sep. 13, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2019	Dec. 31, 2018
Administrative service fee			$ 30,000	$ 30,000	$ 60,000	$ 60,000
Affiliated Entity [Member]
Administrative service fee		$ 10,000	30,000	$ 30,000	60,000	$ 60,000
Due to affiliate			$ 20,000		$ 20,000
Underwriting Agreement [Member] | M SPAC Holdings I LLC [Member]
Description of underwriting discount					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.
Number of beneficial interest					63,184
Contribution Agreement (the "Purchase Agreement") [Member] | Priority Investment Holdings, LLC and Priority Incentive Equity Holdings, LLC [Member]
Percentage of interests acquired	100.00%
Payments to acquire businesses	$ 947,800,000
Business acquisition, share price (in dollars per share)	$ 10.30
Description of assets aquires term	Any cash that Priority spends to acquire any technology assets, up to $5.0 million, to purchase securities from the Founders pursuant to the Founders Share Agreement described below or to extend the time we have to complete a business combination, will be included in the calculation of net debt as cash and cash equivalents (which would reduce the amount of net debt, effectively increasing the assumed equity value of Priority and increasing the number of shares that would be issued to the Interest Holders).
Number of equity issued in acquisition (in shares)	9,800,000
Number of equity issued in acquisition in first earn out (in shares)	4,900,000
Number of equity issued in acquisition in second earn out (in shares)	4,900,000
Description equity interest issued	The Earnout Incentive Plan—4.9 million shares for the first earn-out and 4.9 million shares for the second earn-out. For the first earn-out, Earnout Adjusted EBITDA of M I Acquisitions must be no less than $82.5 million for the year ended December 31, 2018 and the M I Acquisitions stock price must have traded in excess of $12.00 for any 20 trading days within any consecutive 30-day trading period at any time on or before December 31, 2019. For the second earn-out, Earnout Adjusted EBITDA of M I Acquisitions must be no less than $91.5 million for the year ending December 31, 2019 and the M I Acquisitions stock price must have traded in excess of $14.00 for any 20 trading days within any consecutive 30-day trading period at any time between January 1, 2019 and December 31, 2020. In the event that the first earn-out targets are not met, the entire 9.8 million shares may be issued if the second earn-out targets are met.
Contribution Agreement (the "Purchase Agreement") [Member] | Priority Investment Holdings, LLC and Priority Incentive Equity Holdings, LLC [Member] | Minimum [Member]
Adjusted EBITDA	$ 9,000,000
Contribution Agreement (the "Purchase Agreement") [Member] | Priority Investment Holdings, LLC and Priority Incentive Equity Holdings, LLC [Member] | Minimum [Member] | Subsequent Event [Member]
Adjusted EBITDA							$ 91,500,000	$ 82,500,000
Promote Agreement [Member] | Founding Stockholders (the ''Founders'') [Member]
Number of new shares issued (in shares)	453,210
Aggregate purchase price	$ 2,100,000
Number of shares forfeit	174,863
Promote Agreement [Member] | Founding Stockholders (the ''Founders'') [Member] | Private Placement [Member]
Number of shares issued in transaction (in shares)	421,107
Letter Agreement [Member] | Founding Stockholders (the ''Founders'') [Member] | Priority Investment Holdings, LLC and Priority Incentive Equity Holdings, LLC [Member]
Business acquisition, share price (in dollars per share)	$ 10.30

Stockholder's Equity (Details N

Stockholder's Equity (Details Narrative)	Jun. 15, 2018USD ($)$ / sharesshares	Nov. 11, 2016shares	Oct. 14, 2016USD ($)$ / sharesshares	Sep. 19, 2016shares	Apr. 23, 2015USD ($)$ / sharesshares	Jun. 30, 2018USD ($)$ / sharesshares	Dec. 31, 2017$ / sharesshares	Jun. 30, 2017shares
Preferred stock, authorized						1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares						$ 0.001	$ 0.001
Preferred stock, issued
Preferred stock, outstanding
Common stock, authorized						30,000,000	30,000,000
Common stock, par value (in dollars per share) | $ / shares						$ 0.001	$ 0.001
Common stock, issued						2,441,990	2,352,922
Common stock, outstanding						2,441,990	2,352,922
Number of shares excludes subject to possible conversion						4,239,522	4,705,821	4,714,289
Founders' shares [Member]
Number of shares forfeited and cancelled		109,973
Initial Stockholders [Member]
Number of shares issued					1,437,500
Shares price (in dollars per share) | $ / shares					$ 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.
Number of units issued			18,607
Number of units issued, value | $			$ 186,070
Underwriters [Member] | Over-Allotment Option [Member]
Shares price (in dollars per share) | $ / shares			$ 10
Number of units issued			310,109	750,000
Number of units issued, value | $			$ 3,101,090
Underwriters [Member] | $100 Unit Purchase Option [Member]
Cash receipt | $						$ 100
Number of units issued						300,000
Sale of stock (in dollars per unit) | $ / shares						$ 12
Number of units issued, value | $						$ 3,600,000
Expiration period						5 years
Fair value | $						$ 2,695,000
Fair value (in dollars per unit) | $ / shares						$ 8.98
Underwriters [Member] | $100 Unit Purchase Option [Member] | Measurement Input, Expected Term [Member]
Expected life						5 years
Underwriters [Member] | $100 Unit Purchase Option [Member] | Measurement Input, Price Volatility [Member]
Expected volatility						1.49
Underwriters [Member] | $100 Unit Purchase Option [Member] | Measurement Input, Risk Free Interest Rate [Member]
Expected volatility						0.0122
Underwriters [Member] | $100 Unit Purchase Option [Member] | Demand and "Piggy Back" Registration Rights [Member] | Minimum [Member]
Expiration period						5 years
Underwriters [Member] | $100 Unit Purchase Option [Member] | Demand and "Piggy Back" Registration Rights [Member] | Maximum [Member]
Expiration period						7 years
Trust Account [Member] | Original Investment Management Trust Agreement [Member]
Shares price (in dollars per share) | $ / shares	$ 10.507
Common stock redeemed (in shares)	377,231
Common stock redeemed value | $	$ 3,963,539