Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Schedule of Capitalization, Equity [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38785 | |
Entity Registrant Name | ANDINA ACQUISITION CORP. III | |
Entity Central Index Key | 0001691936 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Calle 113 # 7-45 Torre B | |
Entity Address, Address Line Two | Oficina | |
Entity Address, City or Town | Bogota | |
Entity Address, Country | CO | |
Entity Address, Postal Zip Code | 1012 | |
City Area Code | (646) | |
Local Phone Number | 565-3861 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 4,417,396 | |
Units, each consisting of one ordinary share, one right, and one redeemable warrant | ||
Schedule of Capitalization, Equity [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, one right, and one redeemable warrant | |
Trading Symbol | ANDAU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares, par value $0.0001 per share | ||
Schedule of Capitalization, Equity [Line Items] | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | ANDA | |
Security Exchange Name | NASDAQ | |
Rights, each to receive one-tenth (1/10) of one ordinary share | ||
Schedule of Capitalization, Equity [Line Items] | ||
Title of 12(b) Security | Rights, each to receive one-tenth (1/10) of one ordinary share | |
Trading Symbol | ANDAR | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, exercisable for ordinary shares at a price of $11.50 per share | ||
Schedule of Capitalization, Equity [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for ordinary shares at a price of $11.50 per share | |
Trading Symbol | ANDAW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 221,504 | $ 352,254 |
Prepaid expenses | 14,125 | 8,076 |
Total Current Assets | 235,629 | 360,600 |
Marketable securities held in Trust Account | 66,538,802 | 110,149,122 |
TOTAL ASSETS | 66,774,431 | 110,509,722 |
Current liabilities | ||
Accounts payable and accrued expenses | 641,781 | 5,723 |
Total Current Liabilities | 641,781 | 5,723 |
Commitments (Note 6) | ||
Ordinary shares subject to possible redemption, 5,969,042 and 10,344,550 shares at redemption value at September 30, 2020 and December 31, 2019, respectively | 61,132,642 | 105,503,991 |
Shareholders’ Equity | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 3,622,862 and 3,550,450 shares issued and outstanding (excluding 5,969,042 and 10,344,550 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively | 362 | 355 |
Additional paid-in capital | 3,573,889 | 3,266,203 |
Retained earnings | 1,425,757 | 1,733,450 |
Total Shareholders’ Equity | 5,000,008 | 5,000,008 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 66,774,431 | $ 110,509,722 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Jul. 29, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Statement of Financial Position [Abstract] | ||||
Ordinary shares subject to redemption | 5,969,042 | 10,344,550 | 10,350,371 | |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred shares, shares issued | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | ||
Ordinary shares, shares issued | 3,622,862 | 9,591,904 | 3,550,450 | |
Ordinary shares, shares outstanding | 3,622,862 | 3,550,450 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 21,998 | $ 99,898 | $ 1,000,459 | $ 307,774 | |
Reimbursement of due diligence expenses | (139,430) | (139,430) | |||
Income (loss) from operations | 117,432 | (99,898) | (861,029) | (307,774) | |
Other income: | |||||
Interest income | 23,081 | 592,838 | 553,336 | 1,656,016 | |
Unrealized (loss) gain on marketable securities held in Trust Account | (382) | (15,485) | 23,776 | ||
Other income, net | 22,699 | 577,353 | 553,336 | 1,679,792 | |
Net income (loss) | $ 140,131 | $ 477,455 | $ (307,693) | $ 1,372,018 | |
Weighted average number of shares outstanding, basic and diluted | [1] | 3,634,473 | 3,537,120 | 3,582,689 | 3,413,363 |
Basic and diluted net income (loss) per ordinary share | [2] | $ 0.04 | $ (0.02) | $ (0.17) | $ (0.07) |
[1] | Excludes an aggregate of up to 5,969,042 10,350,371 | ||||
[2] | Net loss per ordinary share – basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $ 12,546 553,336 305,829 1,609,913 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Ordinary shares subject to redemption | 5,969,042 | 10,350,371 | 5,969,042 | 10,350,371 |
Net income (loss) per ordinary share - basic and diluted subject to possible redemption | $ 12,546 | $ 553,336 | $ 305,829 | $ 1,609,913 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – July 01, 2019 at Dec. 31, 2018 | $ 287 | $ 24,713 | $ (28,997) | $ (3,997) |
Balance, shares at Dec. 31, 2018 | 2,875,000 | |||
Sale of 10,800,000 Units, net of underwriting discounts | $ 1,080 | 104,794,469 | 104,795,549 | |
Sale of 10,800,000 Units, net of underwriting discounts, shares | 10,800,000 | |||
Sale of 395,000 Private Units | $ 40 | 3,949,960 | 3,950,000 | |
Sale of 395,000 Private Units, shares | 395,000 | |||
Forfeiture of Founder Shares | $ (17) | 17 | ||
Forfeiture of Founder Shares, shares | (175,000) | |||
Ordinary shares subject to possible redemption | $ (1,037) | (104,049,279) | (104,050,316) | |
Ordinary shares subject to possible redemption, shares | (10,365,307) | |||
Net income (loss) | 308,767 | 308,767 | ||
Balance – September 30, 2019 at Mar. 31, 2019 | $ 353 | 4,719,880 | 279,770 | 5,000,003 |
Balance, shares at Mar. 31, 2019 | 3,529,693 | |||
Balance – July 01, 2019 at Dec. 31, 2018 | $ 287 | 24,713 | (28,997) | (3,997) |
Balance, shares at Dec. 31, 2018 | 2,875,000 | |||
Net income (loss) | 1,372,018 | |||
Balance – September 30, 2019 at Sep. 30, 2019 | $ 354 | 3,656,627 | 1,343,021 | 5,000,002 |
Balance, shares at Sep. 30, 2019 | 3,544,629 | |||
Balance – July 01, 2019 at Mar. 31, 2019 | $ 353 | 4,719,880 | 279,770 | 5,000,003 |
Balance, shares at Mar. 31, 2019 | 3,529,693 | |||
Change in value of ordinary shares subject to possible redemption | $ 1 | (585,792) | (585,791) | |
Change in value of ordinary shares subject to possible redemption, shares | 7,427 | |||
Net income (loss) | 585,796 | 585,796 | ||
Balance – September 30, 2019 at Jun. 30, 2019 | $ 354 | 4,134,088 | 865,566 | 5,000,008 |
Balance, shares at Jun. 30, 2019 | 3,537,120 | |||
Change in value of ordinary shares subject to possible redemption | (477,461) | (477,461) | ||
Change in value of ordinary shares subject to possible redemption, shares | 7,509 | |||
Net income (loss) | 477,455 | 477,455 | ||
Balance – September 30, 2019 at Sep. 30, 2019 | $ 354 | 3,656,627 | 1,343,021 | 5,000,002 |
Balance, shares at Sep. 30, 2019 | 3,544,629 | |||
Balance – July 01, 2019 at Dec. 31, 2019 | $ 355 | 3,266,203 | 1,733,450 | 5,000,008 |
Balance, shares at Dec. 31, 2019 | 3,550,450 | |||
Change in value of ordinary shares subject to possible redemption | $ 1 | (333,180) | (333,179) | |
Change in value of ordinary shares subject to possible redemption, shares | 12,125 | |||
Net income (loss) | 333,179 | 333,179 | ||
Balance – September 30, 2019 at Mar. 31, 2020 | $ 356 | 2,933,023 | 2,066,629 | 5,000,008 |
Balance, shares at Mar. 31, 2020 | 3,562,575 | |||
Balance – July 01, 2019 at Dec. 31, 2019 | $ 355 | 3,266,203 | 1,733,450 | 5,000,008 |
Balance, shares at Dec. 31, 2019 | 3,550,450 | |||
Net income (loss) | (307,693) | |||
Balance – September 30, 2019 at Sep. 30, 2020 | $ 362 | 3,573,889 | 1,425,757 | 5,000,008 |
Balance, shares at Sep. 30, 2020 | 3,622,862 | |||
Balance – July 01, 2019 at Mar. 31, 2020 | $ 356 | 2,933,023 | 2,066,629 | 5,000,008 |
Balance, shares at Mar. 31, 2020 | 3,562,575 | |||
Change in value of ordinary shares subject to possible redemption | $ 7 | 780,996 | 781,003 | |
Change in value of ordinary shares subject to possible redemption, shares | 71,898 | |||
Net income (loss) | (781,003) | (781,003) | ||
Balance – September 30, 2019 at Jun. 30, 2020 | $ 363 | 3,714,019 | 1,285,626 | 5,000,008 |
Balance, shares at Jun. 30, 2020 | 3,634,473 | |||
Change in value of ordinary shares subject to possible redemption | $ (1) | (140,130) | (140,131) | |
Change in value of ordinary shares subject to possible redemption, shares | (11,611) | |||
Net income (loss) | 140,131 | 140,131 | ||
Balance – September 30, 2019 at Sep. 30, 2020 | $ 362 | $ 3,573,889 | $ 1,425,757 | $ 5,000,008 |
Balance, shares at Sep. 30, 2020 | 3,622,862 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2019 | Sep. 30, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock units | 10,800,000 | 108,000,000 |
Private Units [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock units | 395,000 | 395,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (307,693) | $ 1,372,018 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (553,336) | (1,656,016) |
Unrealized gain on marketable securities held in Trust Account | (23,776) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (6,049) | (54,908) |
Accounts payable and accrued expenses | 636,058 | 7,519 |
Net cash used in operating activities | (231,020) | (355,163) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (108,000,000) | |
Cash withdrawn from Trust Account for redemption of ordinary shares | 44,063,656 | |
Cash withdrawn from Trust Account for working capital purposes | 100,000 | |
Net cash provided by (used in) investing activities | 44,163,656 | (108,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 105,300,000 | |
Proceeds from sale of Private Units | 3,950,000 | |
Advances from related party | 9,041 | |
Repayment of advances from related party | (81,280) | |
Repayment of promissory note – related party | (34,259) | |
Redemption of ordinary shares | (44,063,656) | |
Payments of offering costs | (391,875) | |
Net cash (used in) provided by financing activities | (44,063,656) | 108,751,627 |
Net Change in Cash | (131,020) | 396,464 |
Cash – Beginning | 352,524 | |
Cash – Ending | 221,504 | 396,464 |
Non-Cash Investing and Financing Activities: | ||
Initial classification of ordinary shares subject to possible redemption | 103,741,340 | |
Change in value of ordinary shares subject to possible redemption | $ (307,686) | $ 1,372,228 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Andina Acquisition Corp. III (the “Company”) was incorporated in the Cayman Islands on July 29, 2016 as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business are not limited to a particular industry or geographic region, although the Company initially intended to focus on target businesses in the Americas. All activity through September 30, 2020 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), which is described below, and , since the closing of the Initial Public Offering, the search for a prospective initial Business Combination and the proposed acquisition of EMMAC Life Sciences Limited, an independent European cannabis company (“EMMAC”), as discussed in Note 6. In August 2020, the Company received a $ 139,430 Initial Public Offering The registration statement for the Initial Public Offering (the “IPO”) was declared effective on January 24, 2019 pursuant to Section 8(a) of the Securities Act of 1933, as amended. On January 31, 2019, the Company consummated the Initial Public Offering of 10,800,000 800,000 10.00 108,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 395,000 10.00 3,950,000 Transaction costs amounted to $ 3,204,451 2,700,000 504,451 221,504 Following the closing of the Initial Public Offering on January 31, 2019, an amount of $ 108,000,000 10.00 100,000 In order to meet its working capital needs following the consummation of the Initial Public Offering, the Company’s Initial Shareholders, 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 $ 500,000 10.00 ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) Initial Business Combination Pursuant to the Nasdaq Capital Markets 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% In connection with any proposed initial Business Combination, the Company will either (1) seek shareholder approval of such initial Business Combination at a meeting called for such purpose at which public shareholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable) or (2) provide public shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, the Initial Shareholders have agreed, pursuant to written letter agreements with the Company, not to convert any Public Shares held by them into their pro rata share of the aggregate amount then on deposit in the Trust Account. If the Company determines to engage in a tender offer, such tender offer will be structured so that each public shareholder may tender any or all of his, her or its Public Shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their Public Shares to it in a tender offer will be made by the Company based on a variety of factors such as the timing of the transaction, whether the terms of the transaction would otherwise require it to seek shareholder approval or whether the Company is deemed to be a foreign private issuer (which would require us to conduct a tender offer rather than seeking shareholder approval under the U.S. Securities and Exchange Commission (the “SEC”) rules). If the Company engages in a tender offer in connection with an initial Business Combination, the Company will file tender offer documents with the SEC, which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. The Company will consummate an initial Business Combination only if it has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, solely if it seeks shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the Business Combination. The $ 5,000,001 The Initial Shareholders have agreed (i) to vote their insider shares, Private Shares (as defined in Note 4) and any Public Shares purchased in or after the Initial Public Offering in favor of any proposed Business Combination and (ii) not to convert any shares (including the insider shares) in connection with a shareholder vote to approve, or sell their shares to the Company in any tender offer in connection with, a proposed initial Business Combination. Failure to Consummate a Business Combination The Company initially had until July 31, 2020 to complete a Business Combination. On July 29, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from July 31, 2020 to October 31, 2020 (or December 31, 2020 if the Company has executed a definitive agreement for a Business Combination by October 31, 2020). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 4,303,096 ordinary shares. As a result, an aggregate of $ 44,063,656 (or approximately $ 10.24 per share) was released from the Company’s Trust Account to pay such shareholders and 9,591,904 ordinary shares were issued and outstanding at September 30, 2020. ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) On October 28, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from October 31, 2020 to January 31, 2021 (or April 30, 2021 if the Company has executed a definitive agreement for a Business Combination by January 31, 2021) (such date or later date, as applicable, the “Extended Date”).In connection with the approval of the extension, shareholders elected to redeem an aggregate of 5,174,508 ordinary shares. As a result, an aggregate of $ 52,996,135 (or approximately $ 10.24 per share) was released from the Company’s Trust Account to pay such shareholders and 4,417,396 ordinary shares are now issued and outstanding. Pursuant to the terms of the Company’s amended and restated memorandum and articles of association, failure to consummate a Business Combination by the Extended Date will trigger the automatic winding up, dissolution and liquidation of the Company. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under Cayman Islands Companies Law. Accordingly, no vote would be required from shareholders to commence such a voluntary winding up, dissolution and liquidation. The holders of the insider shares will not participate in any liquidation distribution from the Trust Account with respect to their insider shares. Liquidity and Going Concern As of September 30, 2020, the Company had $ 221,504 66,538,802 406,152 1,570,000 100,000 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, 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, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Extended Date, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a Business Combination. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 16, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) Use of Estimates The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America 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 condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Cash and Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary 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) warrants sold in the Initial Public Offering and the Private Placement to purchase 11,195,000 1,119,500 Reconciliation of Net Loss per Ordinary Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Schedule of Basic and Diluted Loss Per Ordinary Share Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net income (loss) $ 140,131 $ 477,455 $ (307,693 ) $ 1,372,018 Less: Income attributable to ordinary shares subject to possible redemption (12,546 ) (553,336 ) (305,829 ) (1,609,913 ) Adjusted net income (loss) $ 127,585 $ (75,881 ) $ (613,522 ) $ (237,895 ) Weighted average shares outstanding, basic and diluted 3,634,473 3,537,120 3,582,689 3,413,363 Basic and diluted net income (loss) per ordinary share $ 0.04 $ (0.02 ) $ (0.17 ) $ (0.07 ) ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by foreign taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision is zero for all periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times may exceed the federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed financial statements, primarily due to their short-term nature. Recent Accounting Standards 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 condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,800,000 10.00 800,000 10.00 Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $ 11.50 ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) If the Company is unable to complete an initial Business Combination by the Extended Date and the Company redeems the public shares for the funds held in the Trust Account, holders of the rights and warrants will not receive any of such funds for their rights and warrants and the rights and warrants will expire worthless. |
Private Units
Private Units | 9 Months Ended |
Sep. 30, 2020 | |
Private Units | |
Private Units | Note 4 — Private Units Simultaneously with the closing of the Initial Public Offering, certain of the Initial Shareholders, including the underwriters in the Initial Public Offering (and their respective designees), purchased an aggregate of 395,000 10.00 3,950,000 Each Private Unit consists of one ordinary share (“Private Share”), one right (the “Private Right”) and one redeemable warrant (each, a “Private Warrant”). The proceeds from the Private Units have been added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by the Extended Date, the proceeds of the sale of the Private Units will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. The Private Units are identical to the Units sold in the Initial Public Offering except that the Private Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. Additionally, the purchasers of the Private Units have agreed (A) to vote the Private Shares 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 memorandum and articles of association with respect to its pre-Business Combination activities prior to the consummation of such a Business Combination unless the Company provides public shareholders with the opportunity to convert their Public Shares in connection with any such vote, (C) not to convert any Private Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s amended and restated memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity and (D) that the Private Shares shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. The purchasers of the Private Units have also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to permitted transferees) until the completion of an initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Promissory Note – Related Party On November 7, 2016, the Company issued a promissory note to a director of the Company, pursuant to which the Company borrowed an aggregate of $ 34,259 Advance from Related Party A director of the Company advanced the Company an aggregate of $ 81,280 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Business Combination Marketing Agreement The Company engaged the joint book-running managers in the Initial Public Offering as advisors in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the joint book-running managers aggregate cash fees for such services upon the consummation of a Business Combination in an amount equal to $ 3,240,000 ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) Fee Arrangements Following the Initial Public Offering, the Company entered into a letter agreement with a member of the Company’s board of directors that provides for a success fee to be paid to such director upon consummation of a Business Combination with a target business introduced to the Company by such director in an amount equal to 0.6% In addition, the Company entered into several letter agreements with unaffiliated third parties that provide for a success fee to be paid to each such third party upon consummation of a Business Combination with a target business introduced to the Company by such third party in amounts ranging from 0.75% 1.0% Registration Rights Pursuant to a registration rights agreement entered into on January 28, 2019, the holders of the insider shares, as well as the holders of the Private Units (and underlying securities) and any securities issued in payment of working capital loans made to the Company, are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on January 28, 2019. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and their designees) may participate in a “piggy-back” registration only during the seven-year period beginning January 28, 2019. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Letter of Intent On July 22, 2020, the Company announced that it had entered into a non-binding letter of intent (the “Letter of Intent”) with EMMAC relating to a proposed business combination transaction, pursuant to which the Company and EMMAC would combine, with the former shareholders of both entities holding equity in the combined public company listed on Nasdaq and with EMMAC’s shareholders owning a majority of that equity. Completion of the proposed transaction is subject to the negotiation and execution of a definitive agreement and satisfaction of the conditions therein, including approval of the transaction by the Company’s shareholders. There is no assurance that the proposed business combination transaction will be consummated on the terms or timeframe currently contemplated, or at all. On November 4, 2020, the Company announced the mutual termination of negotiations with EMMAC regarding the proposed business combination between the parties. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 7 — Shareholders’ 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 September 30, 2020 and December 31, 2019, no preferred shares were issued or outstanding. Ordinary Shares The Company is authorized to issue 100,000,000 0.0001 3,622,862 3,550,450 5,969,042 10,344,550 In connection with the organization of the Company, a total of 2,875,000 25,000 375,000 20 800,000 200,000 175,000 2,700,000 ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) The Initial Shareholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 50% of the insider shares, the earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s ordinary shares 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 an initial Business Combination and (2) with respect to the remaining 50% of the insider shares, one year 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, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Rights Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if a holder of such right converted all ordinary shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of rights will be required to affirmatively covert its rights in order to receive 1/10 of an ordinary share underlying each right (without paying additional consideration). The ordinary shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination by the Extended Date and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Public Warrants will become exercisable on the later of the completion of an initial Business Combination or January 28, 2020. However, except as set forth below, no Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within 90 days from the consummation of an initial 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 the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The warrants will expire five years from the consummation of an initial Business Combination. The Company may call the Public Warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $ .01 ● at any time while the warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 8.50 where “insider shares” refers to the 2,875,000 ordinary shares held by the Company’s Initial Shareholders prior to the Company’s Initial Public Offering), (y) the aggregate gross proceeds from such issuances represent more than 60 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Assets Measured on Recurring Basis Description Level September 30, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 66,538,802 $ 110,149,122 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 28, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a Business Combination from October 31, 2020 to January 31, 2021 (or April 30, 2021 if the Company has executed a definitive agreement for a Business Combination by January 31, 2021) (such date or later date, as applicable, the “Extended Date”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 5,174,508 ordinary shares. As a result, an aggregate of $ 52,996,135 (or approximately $ 10.24 per share) was released from the Company’s Trust Account to pay such shareholders and 4,417,396 ordinary shares are now issued and outstanding. On November 4, 2020 the Company issued a joint press release with EMMAC announcing that the Company and EMMAC had mutually terminated negotiations regarding a proposed business combination between them. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 16, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America 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 condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
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. The Company did no |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary 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) warrants sold in the Initial Public Offering and the Private Placement to purchase 11,195,000 1,119,500 |
Reconciliation of Net Loss per Ordinary Share | Reconciliation of Net Loss per Ordinary Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Schedule of Basic and Diluted Loss Per Ordinary Share Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net income (loss) $ 140,131 $ 477,455 $ (307,693 ) $ 1,372,018 Less: Income attributable to ordinary shares subject to possible redemption (12,546 ) (553,336 ) (305,829 ) (1,609,913 ) Adjusted net income (loss) $ 127,585 $ (75,881 ) $ (613,522 ) $ (237,895 ) Weighted average shares outstanding, basic and diluted 3,634,473 3,537,120 3,582,689 3,413,363 Basic and diluted net income (loss) per ordinary share $ 0.04 $ (0.02 ) $ (0.17 ) $ (0.07 ) ANDINA ACQUISITION CORP. III NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2020 (Unaudited) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020 and December 31, 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by foreign taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision is zero for all periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times may exceed the federal depository insurance coverage of $ 250,000 |
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed financial statements, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards 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 condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Loss Per Ordinary Share | Schedule of Basic and Diluted Loss Per Ordinary Share Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net income (loss) $ 140,131 $ 477,455 $ (307,693 ) $ 1,372,018 Less: Income attributable to ordinary shares subject to possible redemption (12,546 ) (553,336 ) (305,829 ) (1,609,913 ) Adjusted net income (loss) $ 127,585 $ (75,881 ) $ (613,522 ) $ (237,895 ) Weighted average shares outstanding, basic and diluted 3,634,473 3,537,120 3,582,689 3,413,363 Basic and diluted net income (loss) per ordinary share $ 0.04 $ (0.02 ) $ (0.17 ) $ (0.07 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Assets Measured on Recurring Basis Description Level September 30, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 66,538,802 $ 110,149,122 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details Narrative) - USD ($) | Oct. 28, 2020 | Jul. 29, 2020 | Jan. 31, 2019 | Aug. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Reimbursement of due diligence expenses | $ 139,430 | $ (139,430) | $ (139,430) | ||||||
Number of sale of unit | 10,800,000 | 108,000,000 | |||||||
Sale of unit price per shares | $ 10 | $ 10 | |||||||
Proceeds from private units | $ 3,950,000 | ||||||||
Transaction costs | 3,204,451 | ||||||||
Underwriting fees | 2,700,000 | ||||||||
Offering costs | 504,451 | ||||||||
Cash | $ 221,504 | 221,504 | $ 352,254 | ||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||
Stock Redeemed or Called During Period, Shares | 4,303,096 | ||||||||
Stock Redeemed or Called During Period, Value | $ 44,063,656 | $ (104,050,316) | |||||||
Redemption share price | $ 10.24 | ||||||||
Common Stock, Shares, Issued | 9,591,904 | 3,622,862 | 3,622,862 | 3,550,450 | |||||
Operating bank accounts | $ 221,504 | $ 221,504 | |||||||
Marketable securities held in Trust Account | 66,538,802 | 66,538,802 | $ 110,149,122 | ||||||
Working capital deficit | 406,152 | 406,152 | |||||||
Deposits | $ 1,570,000 | $ 1,570,000 | |||||||
Subsequent Event [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Redeemed or Called During Period, Shares | 5,174,508 | ||||||||
Stock Redeemed or Called During Period, Value | $ 52,996,135 | ||||||||
Redemption share price | $ 10.24 | ||||||||
Common Stock, Shares, Issued | 4,417,396 | ||||||||
Trust Account [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Sale of unit price per shares | $ 10 | $ 10 | |||||||
Initial business combination, description | Pursuant to the Nasdaq Capital Markets 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. The fair market value of the target will be determined by the Company’s board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). The target business or businesses that the Company acquires may have a collective fair market value substantially in excess of 80% of the Trust Account balance. | ||||||||
Fair market value percentage | 80.00% | ||||||||
Trust Account [Member] | Investment Management Trust Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Withdrew of funds | $ 100,000 | ||||||||
Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Maximum amount utilized on obligations | 100,000 | ||||||||
Debt converted amount | $ 500,000 | ||||||||
IPO [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of units issued | 10,800,000 | 10,800,000 | |||||||
Shares issued price per share | 10 | $ 10 | |||||||
Proceeds from issuance initial public offering | $ 108,000,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of units issued | 800,000 | 800,000 | |||||||
Shares issued price per share | $ 10 | $ 10 | $ 10 | ||||||
Private Placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of sale of unit | 395,000 | ||||||||
Sale of unit price per shares | $ 10 | ||||||||
Proceeds from private units | $ 3,950,000 |
Schedule of Basic and Diluted L
Schedule of Basic and Diluted Loss Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Accounting Policies [Abstract] | |||||||||
Net income (loss) income | $ 140,131 | $ (781,003) | $ 333,179 | $ 477,455 | $ 585,796 | $ 308,767 | $ (307,693) | $ 1,372,018 | |
Less: Income attributable to ordinary shares subject to possible redemption | (12,546) | (553,336) | (305,829) | (1,609,913) | |||||
Adjusted income net loss | $ 127,585 | $ (75,881) | $ (613,522) | $ (237,895) | |||||
Weighted average shares outstanding, basic and diluted | [1] | 3,634,473 | 3,537,120 | 3,582,689 | 3,413,363 | ||||
Basic and diluted net income (loss) per ordinary share | [2] | $ 0.04 | $ (0.02) | $ (0.17) | $ (0.07) | ||||
[1] | Excludes an aggregate of up to 5,969,042 10,350,371 | ||||||||
[2] | Net loss per ordinary share – basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $ 12,546 553,336 305,829 1,609,913 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Federal depository insurance coverage | $ 250,000 | |
I P O And Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Instruments sold for purchase of ordinary shares | 1,119,500 | |
I P O And Private Placement [Member] | Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Instruments sold for purchase of ordinary shares | 11,195,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - $ / shares | Jan. 31, 2019 | Sep. 30, 2020 |
Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price | $ 11.50 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 10,800,000 | 10,800,000 |
Shares issued price per share | $ 10 | |
Initial public offering, description | Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7). | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 800,000 | 800,000 |
Shares issued price per share | $ 10 | $ 10 |
Private Units (Details Narrativ
Private Units (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of sale of unit | 10,800,000 | 108,000,000 | |
Sale of unit price per shares | $ 10 | ||
Proceeds from private placement | $ 3,950,000 | ||
Private Units [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of sale of unit | 395,000 | 395,000 | |
Sale of unit price per shares | $ 10 | ||
Proceeds from private placement | $ 3,950,000 | ||
Private units issued, description | Each Private Unit consists of one ordinary share (“Private Share”), one right (the “Private Right”) and one redeemable warrant (each, a “Private Warrant”). The proceeds from the Private Units have been added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by the Extended Date, the proceeds of the sale of the Private Units will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Nov. 07, 2016 | |
Related Party Transaction [Line Items] | |||
Repayment of advances from related party | $ 81,280 | ||
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Repayment of advances from related party | $ 81,280 | ||
Director [Member] | Promissory Note [Member] | |||
Related Party Transaction [Line Items] | |||
Advance from related party | $ 34,259 |
Commitments (Details Narrative)
Commitments (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Business Combination Marketing Agreement [Member] | |
Loss Contingencies [Line Items] | |
Business combination contingent consideration liability | $ 3,240,000 |
Business Combination Marketing Agreement [Member] | Director [Member] | |
Loss Contingencies [Line Items] | |
Consideration paid percentage | 0.60% |
Letter Agreements [Member] | Unaffiliated Third Parties [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Consideration paid percentage | 0.75% |
Letter Agreements [Member] | Unaffiliated Third Parties [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Consideration paid percentage | 1.00% |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2019 | Sep. 30, 2020 | Jul. 29, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jan. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred shares, authorized | 1,000,000 | 1,000,000 | ||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred shares, outstanding | 0 | 0 | ||||
Preferred shares, issued | 0 | 0 | ||||
Ordinary shares, authorized | 100,000,000 | 100,000,000 | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, issued | 3,622,862 | 9,591,904 | 3,550,450 | |||
Ordinary shares, outstanding | 3,622,862 | 3,550,450 | ||||
Ordinary shares subject to redemption | 5,969,042 | 10,344,550 | 10,350,371 | |||
Number of ordinary shares sold | 10,800,000 | 108,000,000 | ||||
Sale of stock price per share | $ 10 | |||||
Warrant Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ordinary shares description | where “insider shares” refers to the 2,875,000 ordinary shares held by the Company’s Initial Shareholders prior to the Company’s Initial Public Offering), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $8.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional ordinary shares or equity-linked securities. | |||||
Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants | $ 0.01 | |||||
Maximum [Member] | Public Warrants [Member] | Warrant Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued price per share | 8.50 | |||||
Minimum [Member] | Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock price per share | 18 | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued price per share | $ 10 | $ 10 | ||||
Initial Shareholders [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of ordinary shares sold | 2,875,000 | |||||
Purchase price of shares sold | $ 25,000 | |||||
Percentage of issued and outstanding shares | 20.00% | |||||
Initial Shareholders [Member] | Insider Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ordinary shares description | The Initial Shareholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 50% of the insider shares, the earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s ordinary shares 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 an initial Business Combination and (2) with respect to the remaining 50% of the insider shares, one year 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, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||
Proceeds from equity percentage | 60.00% | |||||
Initial Shareholders [Member] | Over-Allotment Option [Member] | Maximum [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of ordinary shares sold | 375,000 | |||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ordinary shares, issued | 2,700,000 | |||||
Ordinary shares, outstanding | 2,700,000 | |||||
Number of option shares purchased | 800,000 | |||||
Number of shares subject to forfeiture | 200,000 | |||||
Number of option shares forfeited | 175,000 | |||||
Holder [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Equity voting rights description | Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if a holder of such right converted all ordinary shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of rights will be required to affirmatively covert its rights in order to receive 1/10 of an ordinary share underlying each right (without paying additional consideration). The ordinary shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). |
Schedule of Fair Value Assets M
Schedule of Fair Value Assets Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 66,538,802 | $ 110,149,122 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 28, 2020 | Jul. 29, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||
Stock Redeemed or Called During Period, Shares | 4,303,096 | ||||
Stock Redeemed or Called During Period, Value | $ 44,063,656 | $ (104,050,316) | |||
Redemption share price | $ 10.24 | ||||
Common Stock, Shares, Issued | 9,591,904 | 3,622,862 | 3,550,450 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Redeemed or Called During Period, Shares | 5,174,508 | ||||
Stock Redeemed or Called During Period, Value | $ 52,996,135 | ||||
Redemption share price | $ 10.24 | ||||
Common Stock, Shares, Issued | 4,417,396 |