HF Foods (HFFG) 10-K 29 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 27, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	Atlantic Acquisition Corp.
Entity Central Index Key	1,680,873
Document Type	10-K
Trading Symbol	ATACU
Document Period End Date	Dec. 31, 2017
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 Public Float			$ 0
Entity Common Stock, Shares Outstanding		5,872,497
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Balance Sheet

Balance Sheet - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 560,204	$ 44,955
Prepaid expenses	49,583
Deferred offering costs		154,820
Total Current Assets	609,787	199,775
Cash and investments held in trust account	45,318,185
Total Assets	45,927,972	199,775
Current Liabilities
Accounts payable	3,005	475
Accrued state franchise taxes	34,370
Note payable to related parties		175,000
Total Current Liabilities	37,375	175,475
Deferred underwriting compensation	1,106,250
Total Liabilities	1,143,625	175,475
Commitments and Contingencies
Common stock subject to possible conversion; 3,884,660 and -0- (at conversion value of $10.24 per share)	39,784,346
Stockholders' Equity
Preferred stock, $.0001 par value, 1,000,000 shares authorized, 0 shares issued
Common Stock, $.0001 par value, 30,000,000 shares authorized , 1,987,837 and 1,150,000 common stocks issued and outstanding (excluding 3,884,660 and -0- shares subject to redemption)	199	115
Additional paid- in capital	4,945,588	24,885
Retained earnings (accumulated deficit)	54,214	(700)
Total Stockholders' Equity	5,000,001	24,300
Total Liabilities and Stockholders' Equity	$ 45,927,972	$ 199,775

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stocks subject to possible conversion, redemption	3,884,660	0
Common stocks subject to possible conversion, conversion value (in dollars per share)	$ 10.24	$ 10.24
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, authorized	30,000,000	30,000,000
Common Stock, issued	1,987,837	1,150,000	[1]
Common Stock, outstanding	1,987,837	1,150,000	[1]
[1]	This number includes an aggregate of up to 150,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.

Statement of Operations

Statement of Operations - USD ($)		7 Months Ended	12 Months Ended
		Dec. 31, 2016	Dec. 31, 2017
Income Statement [Abstract]
General and administrative expenses		$ (700)	$ (93,901)
State franchise taxes			(34,370)
Interest income			183,185
Net Income (Loss)		(700)	54,914
Less: income attributable to common stock subject to redemption	[1]		(130,643)
Adjusted net loss		$ (700)	$ (75,729)
Basic and diluted weighted average shares outstanding (in shares)	[2]	1,000,000	1,368,301
Basic and diluted net loss per share (in dollars per share)		$ 0	$ (0.06)
[1]	Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination.
[2]	Excludes an aggregate of up to 3,884,660 common shares subject to redemption at December 31, 2017 and 150,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter at December 31, 2016. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Total
Balances, beginning at May. 19, 2016
Balances, beginning (in shares) at May. 19, 2016
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Initial Stockholders	$ 115	24,885		25,000
Issuance of common stock to Initial Stockholders (in shares)	1,150,000
Net income			(700)	(700)
Balances, ending at Dec. 31, 2016	$ 115	24,885	(700)	24,300
Balances, ending (in shares) at Dec. 31, 2016	1,150,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 4,000,000 public units at $10.00 per unit during the Public Offering	$ 400	39,999,600		40,000,000
Sale of 4,000,000 public units at $10.00 per unit during the Public Offering (in shares)	4,000,000
Sale of 320,000 private units at $10.00 per unit during the Public Offering	$ 32	3,199,968		3,200,000
Sale of 320,000 private units at $10.00 per unit during the Public Offering (in shares)	320,000
Sale of 425,000 public units at $10.00 per unit upon partial exercise of over-allotment option	$ 42	4,249,958		4,250,000
Sale of 425,000 public units at $10.00 per unit upon partial exercise of over-allotment option (in shares)	425,000
Sale of 21,250 private units at $10.00 per unit upon partial exercise of over-allotment option	$ 2	212,498		212,500
Sale of 21,250 private units at $10.00 per unit upon partial exercise of over-allotment option (in shares)	21,250
Proceed from sale of underwriter's unit purchase option		100		100
Underwriters' discount		(2,433,750)		(2,433,750)
Offering expenses		(523,717)		(523,717)
Forfeiture of initial shareholders' shares in connection with the expiration of partial over-allotment option	$ (4)	4
Forfeiture of initial shareholders' shares in connection with the expiration of partial over-allotment option (in shares)	(43,753)
Common stock subject to possible redemption	$ (388)	(39,783,958)		(39,784,346)
Common stock subject to possible redemption (in shares)	(3,884,660)
Net income			54,914	54,914
Balances, ending at Dec. 31, 2017	$ 199	$ 4,945,588	$ 54,214	$ 5,000,001
Balances, ending (in shares) at Dec. 31, 2017	1,987,837

Statement of Changes in Stockh6

Statement of Changes in Stockholders' Equity (Parenthetical)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	4,000,000
Shares sold price per units (in dollars per units) | $ / shares	$ 10
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	320,000
Shares sold price per units (in dollars per units) | $ / shares	$ 10
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	425,000
Shares sold price per units (in dollars per units) | $ / shares	$ 10
Private Units Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	21,250
Shares sold price per units (in dollars per units) | $ / shares	$ 10

Statement of Cash Flows

Statement of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Cash flows from operating activities
Net loss	$ (700)	$ 54,914
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income earned in trust account		(183,185)
Change in operating assets and liabilities:
Change in prepaid expenses		(49,583)
Change in accounts payable	475	2,530
Change in accrued state franchise taxes		34,370
Net cash used in operating activities	(225)	(140,954)
Cash flows from investing activities
Proceeds from sale and dividend of investment held in trust account		(45,135,000)
Net cash used in investing activities		(45,135,000)
Cash flows from financing activities
Proceeds from sale of public units during the Public Offering		40,000,000
Proceeds from sale of private units concurrent with the Public Offering		3,025,000
Proceeds from sale of underwriter's unit purchase option		100
Proceeds from sale of units upon partial exercise of over-allotment option		4,250,000
Proceeds from sale of private units upon partial exercise of over-allotment option		212,500
Payment of offering costs	(154,820)	(1,696,397)
Proceeds from note payable to related party	175,000
Proceeds from sale of common stock	25,000
Net cash provided by financing activities	45,180	45,791,203
Net Change in Cash and Cash Equivalents	44,955	515,249
Cash at beginning of period		44,955
Cash at end of period	44,955	560,204
Supplemental disclosure of non-cash financing activities
Repayment of old note payable by new note holder (Note 5)		175,000
Repayment of note payable by converting into partial price of private placement		175,000
Supplemental disclosure of non-cash investing activities
Proceeds from issuance of shares in May 2017 paid directly by new shareholders to repurchase initial shareholder shares		$ 25,000

Organization and Plan of Busine

Organization and Plan of Business Operations	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Plan of Business Operations	Note 1 — Organization and Plan of Business Operations Organization Atlantic Acquisition Corp. (the “Company”) was incorporated in Delaware on May 19, 2016 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 initially intends to focus on target businesses being operated by and/or serving ethnic minorities in the United States, especially within Asian-American communities. At December 31, 2017, the Company had not yet commenced any operations. All activities through December 31, 2017 relate to the Company’s formation and the public offering described below. Plan of Business Operations Financing The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 8, 2017. On August 14, 2017, the Company consummated the Public Offering of 4,000,000 units at $10.00 per unit (the “Public Units”) and sold to initial shareholders and Chardan Capital Markets, LLC 320,000 units at $10.00 per unit (the “Private Units”) in a private placement (Note 4). The Company received net proceeds of approximately $41,476,000 from the sale of the Public Units, the Private Units and the proceeds from the promissory note (See note 5). On August 16, 2017, the underwriters exercised the over-allotment option in part. The closing of the sale of 425,000 over-allotment option Units generating gross proceeds of $4,250,000 took place on August 21, 2017. Simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 21,250 Private Units, generating gross proceeds of $212,500. Trust Account Upon the closing of the Public Offering and the private placement (including the shares sold upon exercise of the over-allotment option), an aggregate of $45,135,000 was placed in a trust account (the “Trust Account”) with American Stock Transfer & Trust LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act 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 18 months from the closing of the Public Offering. 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 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. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Business Combination Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a Business Combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a Business Combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. 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. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 25% or more of the common shares sold in the Public Offering. Accordingly, all shares purchased by a holder in excess of 25% of the shares sold in the Public Offering will not be converted to cash. In connection with any stockholder vote required to approve any Business Combination, the Initial Stockholders will agree (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 to be sold in the Private Placement, and any common shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public 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. Liquidation Pursuant to the Company’s Certificate of Incorporation, if the Company is unable to complete its initial Business Combination within 18 months from the date of the Public 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, but is not obligated to, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a Business Combination). Pursuant to the terms of the Company’s amended and restated articles of incorporation and the trust agreement to be entered into between the Company and American Stock Transfer & Trust Company, LLC, 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 $800,000, or $920,000 if the underwriters’ over-allotment option is exercised in full ($0.20 per share in either case), on or prior to the date of the applicable deadline, up to an aggregate of $1,600,000 (or $1,840,000 if the underwriters’ over-allotment option is exercised in full), or $0.40 per share. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit. The Company’s stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial Business Combination. 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 its initial Business Combination, such insiders (or their affiliates or designees) may deposit the entire amount required. 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. Holders of rights 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, it will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, Wai Fun Cheng, Ren Hua Zheng, Richard Xu and Tom W. Su have committed to pay the funds necessary to complete such liquidation and have agreed not to seek repayment of such expenses. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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. There were no cash equivalents as of December 31, 2017 and December 31, 2016. Deferred Offering Costs Offering costs consist principally of professional and registration fees incurred through the balance sheet date that were directly related to the Public Offering and that were recorded as deferred offering costs on the balance sheet and were charged to stockholders’ equity upon the completion of the Public Offering. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding ordinary shares subject to compulsory repurchase by the Company. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of common shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Shares of common stock subject to possible conversion at December 31, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) rights sold in the Offering and private placement that convert into 476,625 shares of Class A common stock, and (2) 250,000 of Class A common stock and rights that convert into 25,000 shares of Class A common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. As a result and the Company’s loss position attributable to common stock, diluted loss per common share is the same as basic loss per common share for the year ended December 31, 2017 and for the period from May 19, 2016 (inception) through December 31, 2016. 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 expenses during the reporting period. 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. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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 May 19, 2016, the evaluation was performed for the 2016 tax year, which will be the only period subject to examination. 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 was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. 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.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2017
Public Offering
Public Offering	Note 3 — Public Offering Public Unit On August 14, 2017, the Company sold 4,000,000 Public Units at a price of $10.00 per Public Unit in the Public Offering generating gross proceeds of $40,000,000. Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), and one right (the “Public Rights”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial Business Combination. On August 16, 2017, the underwriters exercised the over-allotment option in part. The closing of the sale of 425,000 over-allotment option Units generating gross proceeds of $4,250,000 took place on August 21, 2017. If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors. At the closing of the Public Offering and over-allotment option, the Company paid an upfront underwriting discount of $1,200,000 and $127,500, 3.0% of the per unit offering price to the underwriter, respectively, with an additional fee of $1,000,000 and $106,250 (the “Deferred Discount”), 2.5% of the gross offering proceeds payable upon the Company’s completion of the Business Combination, respectively. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close a Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. Total offering costs were $1,851,217, which consist of $1,327,500 of underwriter’s commissions and $523,717 of other offering costs. Purchase Option On August 14, 2017, the Company sold the underwriters, for $100, a unit purchase option to purchase up to a total of 250,000 Units exercisable at $10.50 per Unit (or an aggregate exercise price of $2,625,000) commencing on the later of the consummation of a Business Combination and six months from February 8, 2018. The unit purchase option expires on August 8, 2022. The units issuable upon exercise of this option are identical to the Units being offered in the Public 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 the effective date of the Public Offering, including securities directly and indirectly issuable upon exercise of the unit purchase option.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2017
Private Placement
Private Placement	Note 4 — Private Placement On August 14, 2017 (see Note 7) certain of the Company’s shareholders, and Chardan Capital Markets, LLC purchased an aggregate of 320,000 Private Units at $10.00 per Private Unit of which 17,500 units were issued for the conversion of the May 30, 2017 note payable by one of our directors (see Note5). They also purchased an additional 21,250 Private Units from the Company at a price of $10.00 per Private Unit at the closing of the sale of 425,000 Units in connection with the exercise of the over-allotment option. Chardan Capital Markets, LLC purchased 20,000 of the 320,000 Private Units issued simultaneously with the close of the Public Offering, and 2,125 of the 21,250 Private Units issued simultaneously with the exercise of over-allotment option. The Private Units are identical to the Units sold in the Public Offering. 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 transferees that agree to the same terms and restrictions) until the completion of an initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions On June 9, 2016, the Company issued a $175,000 principal amount unsecured promissory note to the Company’s former President and Director. On May 30, 2017, the Company issued a separate $175,000 principal amount unsecured promissory note to one of the Company’s current directors. The proceed from the Company’s current director was wired into an escrow account and used to repay the original outstanding $175,000 loan due to the Company’s former President on June 1, 2017. The new note was non-interest bearing and was payable on the consummation of the Public Offering. On August 14, 2017, a $175,000 loan from the director was converted into Private Units as part of the Private Placement at a price of $10.00 per Private Unit and 17,500 units were issued to this director. All expenses incurred by the Company prior to an initial Business Combination may be paid only from the net proceeds of the Public Offering and related private placements not held in the Trust Account. Thus, in order to meet the Company’s working capital needs following the consummation of the Public Offering, if the funds not held in the Trust Account is not sufficient, Wai Fun Cheng, Ren Hua Zheng, Richard Xu, Tom W. Su 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. Up to $500,000 of the notes may, at the lender’s discretion, be converted upon consummation of an initial Business Combination into additional private units at a price of $10.00 per unit (“Working Capital Units”). If the Company does not complete an initial Business Combination, the loans will only be repaid with funds not held in the Trust Account, to the extent available.

Cash and Investment held in Tru

Cash and Investment held in Trust Account	12 Months Ended
	Dec. 31, 2017
Cash And Investment Held In Trust Account
Cash and Investment held in Trust Account	Note 6 – Cash and Investment held in Trust Account As of December 31, 2017, investment securities in the Company’s Trust Account consisted of $133 in cash and $45,318,052 in United States Treasury Bills maturity on April 5, 2018 with a cost basis of $45,195,529. The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments – Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. The carrying value, gross unrealized holding loss and fair value of held to maturity securities on December 31, 2017 is as follows: Carrying Value as of December 31, 2017 Gross Unrealized / Unrecognized Holding Loss Fair Value as of December 31, 2017 Held-to-maturity: U.S. Treasury Securities $ 45,318,052 $ (19,821 ) $ 45,298,231

Commitments

Commitments	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 7 — Commitments Deferred Underwriter Commission The Company is obligated to pay the Deferred Discount of 2.5% of the gross Public Offering proceeds, in the amount of $1,106,250, to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a Business Combination. Registration Rights The Initial Stockholders are entitled to registration rights with respect to their Initial Shares and the purchasers of the Private Units are entitled to registration rights with respect to the Private Units (and underlying securities), pursuant to a registration rights agreement signed on the effective date of the Public Offering. 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. Engagement of B. Riley & Co. LLC The Company plans to engage B. Riley & Co. LLC (“B. Riley”) to provide certain advisory services to it. In consideration for such services, the Company’s management team has agreed to transfer 20,000 insider shares to B. Riley upon the consummation of the initial Business Combination. Such shares will be subject to the same restrictions and escrow arrangement as the other insider shares. The value of the service provided by B. Riley will be accounted at the fair value at the date of transfer as operating expenses and a credit to additional paid-in capital upon the transfer of the shares.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Equity	Note 8 — Stockholders’ Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 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 December 31, 2017 and 2016, 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 $0.0001 per share. On June 9, 2016, 1,150,000 shares of the Company’s common stock were sold at a price of approximately $0.02 per share for an aggregate of $25,000. On May 25, 2017, the Company repurchased and canceled the initial shareholder shares. On May 30, 2017, the Company issued an additional 1,150,000 shares for $25,000, or approximately $0.02 per share, which amount was wired into an escrow account and was directly used to pay for the May 25, 2017 repurchase. All of these shares were placed in escrow on the date of the closing of the Public Offering 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. The escrow share arrangement does not require the continued employment of the stockholders who received the shares or the insiders. At the closing of the Business Combination, the fair value of the escrow arrangement would be both charged and credited to additional paid-in capital. On August 14, 2017, the Company consummated the Public Offering of 4,000,000 units at $10.00 per unit (the “Public Units’) and sold to initial shareholders and Chardan Capital Markets, LLC 320,000 units at $10.00 per unit (the “Private Units”) in a private placement (Note 4). The Company received net proceeds of approximately $41,476,000. On August 16, 2017, the underwriters exercised the over-allotment option in part. The closing of the sale of 425,000 over-allotment option Units generating gross proceeds of $4,250,000 took place on August 21, 2017. Simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 21,250 Private Units, generating gross proceeds of $212,500. On August 22, 2017, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company canceled an aggregate of 43,753 shares of common stock issued to the Company’s initial stockholders. At December 31, 2017, there were 1,987,837 shares of common stock issued and outstanding, excluding 3,884,660 shares subject to possible redemption. As of December 31, 2016, there were 1,150,000 shares of common stock issued and outstanding.

Reconciliation of Net Loss per

Reconciliation of Net Loss per Common Share	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Reconciliation of Net Loss per Common Share	Note 9 — Reconciliation of Net Loss per Common Share The Company’s net income (loss) 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: For The Year Ended December 31, 2017 For The Period From May 19, 2016 (Inception) Through December 31, 2016 Net income (loss) 54,914 (700 ) Less: income attributable to common stock subject to redemption (1) (130,643 ) — Adjusted loss (75,729 ) (700 ) Basic and diluted weighted average shares outstanding (2) 1,368,301 1,000,000 Basic and diluted loss per common share (0.06 ) (0.00 ) (1) Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination. (2) Excludes an aggregate of up to 3,884,660 common shares subject to redemption at December 31, 2017 and 150,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter at December 31, 2016. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 10 — 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. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici18

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
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. There were no cash equivalents as of December 31, 2017 and December 31, 2016.
Deferred Offering Costs	Deferred Offering Costs Offering costs consist principally of professional and registration fees incurred through the balance sheet date that were directly related to the Public Offering and that were recorded as deferred offering costs on the balance sheet and were charged to stockholders’ equity upon the completion of the Public Offering.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Loss Per Common Share	Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding ordinary shares subject to compulsory repurchase by the Company. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of common shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Shares of common stock subject to possible conversion at December 31, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) rights sold in the Offering and private placement that convert into 476,625 shares of Class A common stock, and (2) 250,000 of Class A common stock and rights that convert into 25,000 shares of Class A common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. As a result and the Company’s loss position attributable to common stock, diluted loss per common share is the same as basic loss per common share for the year ended December 31, 2017 and for the period from May 19, 2016 (inception) through December 31, 2016.
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 expenses during the reporting period. 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.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. 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 May 19, 2016, the evaluation was performed for the 2016 tax year, which will be the only period subject to examination. 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 was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
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.

Cash and Investment held in T19

Cash and Investment held in Trust Account (Tables)	12 Months Ended
	Dec. 31, 2017
Cash And Investment Held In Trust Account
Schedule of Cash and Investment held in Trust Account	The carrying value, gross unrealized holding loss and fair value of held to maturity securities on December 31, 2017 is as follows: Carrying Value as of December 31, 2017 Gross Unrealized / Unrecognized Holding Loss Fair Value as of December 31, 2017 Held-to-maturity: U.S. Treasury Securities $ 45,318,052 $ (19,821 ) $ 45,298,231

Reconciliation of Net Loss pe20

Reconciliation of Net Loss per Common Share (Tables)	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Schedule of income that is attributable to common stock subject to redemption	The Company’s net income (loss) 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: For The Year Ended December 31, 2017 For The Period From May 19, 2016 (Inception) Through December 31, 2016 Net income (loss) 54,914 (700 ) Less: income attributable to common stock subject to redemption (1) (130,643 ) — Adjusted loss (75,729 ) (700 ) Basic and diluted weighted average shares outstanding (2) 1,368,301 1,000,000 Basic and diluted loss per common share (0.06 ) (0.00 ) (1) Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination. (2) Excludes an aggregate of up to 3,884,660 common shares subject to redemption at December 31, 2017 and 150,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter at December 31, 2016. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.

Organization and Plan of Busi21

Organization and Plan of Business Operations (Details Narrative) - USD ($)	Aug. 21, 2017	Aug. 16, 2017	Aug. 14, 2017	Aug. 14, 2017	Dec. 31, 2016	Dec. 31, 2017	May 30, 2017	Jun. 09, 2016
Net proceeds from offering				$ 41,476,000
Gross proceeds from offering						$ 40,000,000
Limit of net tangible assets						5,000,001
Share price (in dollars per share)							$ 0.02	$ 0.02
American Stock Transfer & Trust LLC [Member]
Proceeds from offering deposited in trust account deposited into trust account	$ 45,135,000
American Stock Transfer & Trust LLC [Member] | Minimum [Member]
Trust account deposit						$ 800,000
Share price (in dollars per share)						$ 0.20
American Stock Transfer & Trust LLC [Member] | Maximum [Member]
Trust account deposit						$ 1,600,000
Share price (in dollars per share)						$ 0.40
Public Offering [Member]
Number of unit issued			4,000,000	4,000,000
Unit price (in dollars per share)			$ 10	$ 10
Gross proceeds from offering			$ 40,000,000
Private Placement [Member]
Number of unit issued						250,000
Private Placement [Member] | Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued				320,000
Unit price (in dollars per share)			$ 10	$ 10
Over-Allotment Option [Member] | Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued				21,250
Over-Allotment Option [Member] | Underwriter [Member]
Number of unit issued	21,250	425,000
Gross proceeds from offering	$ 212,500	$ 4,250,000
Over-Allotment Option [Member] | American Stock Transfer & Trust LLC [Member] | Minimum [Member]
Trust account deposit						$ 920,000
Share price (in dollars per share)						$ 0.20
Over-Allotment Option [Member] | American Stock Transfer & Trust LLC [Member] | Maximum [Member]
Trust account deposit						$ 1,840,000
Share price (in dollars per share)						$ 0.40

Significant Accounting Polici22

Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)shares
Federal depository insurance coverage | $	$ 250,000
Private Placement [Member]
Number of offering and private placement convert	250,000
Private Placement [Member] | Underwriter [Member]
Number of offering and private placement convert	25,000
Private Placement [Member] | Common Class A [Member]
Number of offering and private placement convert	476,625

Public Offering (Details Narrat

Public Offering (Details Narrative)	Aug. 21, 2017USD ($)shares	Aug. 16, 2017USD ($)	Aug. 16, 2017USD ($)shares	Aug. 14, 2017USD ($)$ / sharesshares	Aug. 14, 2017USD ($)$ / shares	Aug. 14, 2017USD ($)$ / shares	Aug. 14, 2017USD ($)$ / sharesshares	Aug. 14, 2017USD ($)$ / sharesshares	Dec. 31, 2016USD ($)	Dec. 31, 2017USD ($)
Gross proceeds from offering										$ 40,000,000
Offering costs										523,717
Common Stock [Member]
Offering costs
Public Offering [Member]
Number of units issued | shares							4,000,000	4,000,000
Unit price (in dollars per share) | $ / shares				$ 10	$ 10	$ 10	$ 10	$ 10
Gross proceeds from offering							$ 40,000,000
Underwriter deferred discount										$ 1,106,250
Percentge of underwriter deferred discount based on gross offering proceeds payable										0.025
Public Offering [Member] | Common Stock [Member]
Description of number of shares consisted in each unit					1
Public Offering [Member] | Public Rights [Member]
Description of number of shares consisted in each unit					1/10
Over-Allotment Option [Member]
Underwriter's commissions										$ 1,327,500
Offering costs										$ 523,717
Over-Allotment Option [Member] | Underwriter [Member]
Number of units issued | shares	21,250		425,000
Gross proceeds from offering	$ 212,500		$ 4,250,000
Payment of upfront underwriting discount		$ 127,500
Perentage of upfront underwriting discount based on per unit price		0.03
Underwriter deferred discount		$ 106,250	$ 106,250
Percentge of underwriter deferred discount based on gross offering proceeds payable		0.0250
Over-Allotment Option [Member] | Chardan Capital Markets, LLC [Member]
Number of units issued | shares				320,000
Public Rights [Member] | Underwriter [Member]
Payment of upfront underwriting discount						$ 1,200,000
Perentage of upfront underwriting discount based on per unit price						0.03
Underwriter deferred discount				$ 1,000,000	$ 1,000,000	$ 1,000,000	$ 1,000,000	$ 1,000,000
Percentge of underwriter deferred discount based on gross offering proceeds payable						0.0250
Purchase Option [Member] | Underwriter [Member]
Number of units issued | shares				250,000
Unit price (in dollars per share) | $ / shares				$ 10.50	$ 10.50	$ 10.50	$ 10.50	$ 10.50
Gross proceeds from offering				$ 2,625,000
Cash payment for offering				$ 100
Offering expiration date				Aug. 8, 2022
Fair value				$ 610,265
Expected volatility				51.14%
Risk-free interest rate				1.77%
Expected life				5 years
Estimated possibility				0.55

Private Placement (Details Narr

Private Placement (Details Narrative) - $ / shares	Aug. 21, 2017	Aug. 16, 2017	Aug. 14, 2017	Aug. 14, 2017	Dec. 31, 2017
Private Placement [Member]
Number of units issued					250,000
Private Placement [Member] | Chardan Capital Markets, LLC [Member]
Number of units issued				20,000
Private Placement [Member] | Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of units issued				320,000
Unit price (in dollars per share)			$ 10	$ 10
Number of units converted into notes payable				17,500
Purchase Option [Member] | Underwriter [Member]
Number of units issued			250,000
Unit price (in dollars per share)			$ 10.50	$ 10.50
Over-Allotment Option [Member] | Chardan Capital Markets, LLC [Member]
Number of units issued			320,000
Over-Allotment Option [Member] | Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of units issued				21,250
Over-Allotment Option [Member] | Underwriter [Member]
Number of units issued	21,250	425,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Aug. 14, 2017	May 30, 2017	Dec. 31, 2016	Dec. 31, 2017	Jun. 09, 2017	Jun. 01, 2017
Proceeds from private placement				$ 3,025,000
Lender Concentration Risk [Member]
Consummation of an initial business combination				$ 500,000
Working capital units price (in dollars per share)				$ 10
Private Placement [Member] | Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of units converted into notes payable	17,500
Director [Member] | Private Placement [Member]
Proceeds from private placement	$ 175,000
Conversion price (in dollars per share)	$ 10
Unsecured Promissory Note [Member] | Former President and Director [Member]
Principal amount					$ 175,000
Outstanding loan						$ 175,000
Unsecured Promissory Note [Member] | Director [Member]
Principal amount		$ 175,000
Loan interest rate terms		The note was non-interest bearing and was payable on the consummation of the Public Offering.

Cash and Investment held in T26

Cash and Investment held in Trust Account (Details)	12 Months Ended
	Dec. 31, 2017USD ($)
Cash and Cash Equivalents [Line Items]
Carrying Value	$ 133
U S Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Carrying Value	45,318,052
Gross Unrealized /Unrecognized Holding Loss	(19,821)
Fair Value	$ 45,298,231

Cash and Investment held in T27

Cash and Investment held in Trust Account (Details Narrative)	Dec. 31, 2017USD ($)
Cash and Cash Equivalents [Line Items]
Carrying Value	$ 133
U S Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Carrying Value	45,318,052
U S Treasury Bill Securities [Member]
Cash and Cash Equivalents [Line Items]
Carrying Value	$ 45,195,529

Commitments (Details Narrative)

Commitments (Details Narrative)	May 30, 2017shares	Jun. 09, 2016shares	Dec. 31, 2017USD ($)shares
Number of shares issued	1,150,000	1,150,000
B. Riley & Co. LLC ("B. Riley") [Member]
Number of shares issued			20,000
Public Offering [Member]
Percentge of underwriter deferred discount based on gross offering proceeds payable			0.025
Underwriter deferred discount | $			$ 1,106,250

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Aug. 22, 2017	Aug. 21, 2017	Aug. 16, 2017	Aug. 14, 2017	Aug. 14, 2017	May 30, 2017	Jun. 09, 2016	Dec. 31, 2016		Dec. 31, 2017
Preferred stock, authorized								1,000,000		1,000,000
Preferred stock, par value (in dollars per share)								$ 0.0001		$ 0.0001
Preferred stock, issued								0		0
Preferred stock, outstanding								0		0
Common stock, authorized								30,000,000		30,000,000
Common stock, par value (in dollars per share)								$ 0.0001		$ 0.0001
Number of common stock issued						1,150,000	1,150,000
Value of shares issued						$ 25,000	$ 25,000
Share price (in dollars per share)						$ 0.02	$ 0.02
Description of offerring						(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.
Common stock, issued								1,150,000	[1]	1,987,837
Common stock, outstanding								1,150,000	[1]	1,987,837
Net proceeds from offering					$ 41,476,000
Gross proceeds from offering										$ 40,000,000
Common stocks subject to possible conversion, redemption								0		3,884,660
Public Offering [Member]
Number of unit issued				4,000,000	4,000,000
Unit price (in dollars per share)				$ 10	$ 10
Gross proceeds from offering				$ 40,000,000
Private Placement [Member]
Number of unit issued										250,000
Private Placement [Member] | Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued					320,000
Unit price (in dollars per share)				$ 10	$ 10
Over-Allotment Option [Member] | Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued					21,250
Over-Allotment Option [Member] | Underwriter [Member]
Number of unit issued		21,250	425,000
Gross proceeds from offering		$ 212,500	$ 4,250,000
Number of shares forfeiture	43,753
[1]	This number includes an aggregate of up to 150,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.

Reconciliation of Net Loss pe30

Reconciliation of Net Loss per Common Share (Details) - USD ($)		7 Months Ended	12 Months Ended
		Dec. 31, 2016	Dec. 31, 2017
Earnings Per Share [Abstract]
Net income (loss)		$ (700)	$ 54,914
Less: income attributable to common stock subject to redemption	[1]		(130,643)
Adjusted loss		$ (700)	$ (75,729)
Basic and diluted weighted average shares outstanding	[2]	1,000,000	1,368,301
Basic and diluted loss per common share		$ 0	$ (0.06)
[1]	Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination.
[2]	Excludes an aggregate of up to 3,884,660 common shares subject to redemption at December 31, 2017 and 150,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter at December 31, 2016. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.