Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bison Capital Acquisition Corp. | |
Entity Central Index Key | 1,697,805 | |
Trading Symbol | BCACU | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 7,978,937 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 146,973 | $ 210,088 |
Prepaid expenses and other current assets | 54,918 | 89,530 |
Total current assets | 201,891 | 299,618 |
Marketable securities held in Trust Account | 62,954,853 | 62,208,330 |
Total Assets | 63,156,744 | 62,507,948 |
Current Liabilities | ||
Accounts payable and accrued expenses | 104,090 | 78,669 |
Advances from related party | 1,804 | 1,804 |
Promissory note - related party | 400,000 | |
Total Current Liabilities | 505,894 | 80,473 |
Commitments and Contingencies | ||
Ordinary shares subject to redemption, 5,528,835 and 5,573,504 shares at redemption value as of September 30, 2018 and December 31, 2017, respectively | 57,650,849 | 57,427,474 |
Shareholders' Equity | ||
Preferred shares, no par value; unlimited shares authorized, none issued and outstanding | ||
Ordinary shares, no par value; unlimited shares authorized; 2,450,102 and 2,405,433 shares issued and outstanding (excluding 5,528,835 and 5,573,504 shares subject to redemption) as of September 30, 2018 and December 31, 2017, respectively | 4,819,687 | 5,043,062 |
Retained earnings / (Accumulated deficit) | 180,314 | (43,061) |
Total Shareholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 63,156,744 | $ 62,507,948 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Statement of Financial Position [Abstract] | ||
Ordinary shares redemption value | 5,528,835 | 5,573,504 |
Preferred stock, par value | ||
Preferred stock, shares authorized | Unlimited | Unlimited |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Ordinary shares, par value | ||
Ordinary shares, shares authorized | Unlimited | Unlimited |
Ordinary shares, shares issued | 2,450,102 | 2,405,433 |
Ordinary shares, shares outstanding | 2,450,102 | 2,405,433 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 207,962 | $ 263,224 | $ 523,148 | $ 284,138 | |
Loss from operations | (207,962) | (263,224) | (523,148) | (284,138) | |
Other income: | |||||
Interest income | 301,312 | 166,394 | 779,605 | 172,928 | |
Unrealized gain (loss) on marketable securities held in Trust Account | (12,752) | 21,124 | (33,082) | 3,749 | |
Net income (loss) | $ 80,598 | $ (75,706) | $ 223,375 | $ (107,461) | |
Weighted average shares outstanding, basic and diluted | [1] | 2,432,408 | 2,374,347 | 2,418,085 | 1,693,114 |
Basic and diluted net loss per ordinary share | $ (0.08) | $ (0.10) | $ (0.19) | $ (0.16) | |
[1] | Excludes an aggregate of up to 5,528,835 and 5,580,290 ordinary shares subject to redemption at September 30, 2018 and 2017, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - shares | Sep. 30, 2018 | Sep. 30, 2017 |
Income Statement [Abstract] | ||
Ordinary shares subject to redemption | 5,528,835 | 5,580,290 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 223,375 | $ (107,461) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (779,605) | (172,928) |
Unrealized loss (gain) on marketable securities held in Trust Account | 33,082 | (3,749) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 34,612 | (108,249) |
Accounts payable and accrued expenses | 25,421 | 54,500 |
Net cash used in operating activities | (463,115) | (337,887) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (61,884,375) | |
Net cash used in investing activities | (61,884,375) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of ordinary shares | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 58,563,750 | |
Proceeds from sale of Private Units | 4,320,625 | |
Proceeds from sale of unit purchase option | 100 | |
Advances from related parties | 71,804 | |
Repayment of advances from related parties | (157,500) | |
Proceeds from promissory note - related party | 400,000 | |
Repayment of promissory note - related party | (300,000) | |
Payment of offering costs | (351,439) | |
Net cash provided by financing activities | 400,000 | 62,172,340 |
Net Change in Cash | (63,115) | (49,922) |
Cash - Beginning | 210,088 | 298,199 |
Cash - Ending | 146,973 | 248,277 |
Non-Cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | 223,375 | (106,869) |
Offering costs charged to additional paid in capital | 402,525 | |
Initial classification of common stock subject to possible redemption | $ 57,468,142 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Bison Capital Acquisition Corp. (the “Company”) is a blank check company incorporated in the British Virgin Islands on October 7, 2016. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, the Company intends to focus on businesses that have their primary operations located in Asia and North America in media/entertainment, consumer services and healthcare industries. All activity through September 30, 2018 relates to the Company’s formation, the consummation of its initial public offering of 6,037,500 units (the “Initial Public Offering”), the simultaneous sale of 432,062 units (the “Private Units”) in a private placement to the Company’s sponsor, Bison Capital Holding Company Limited (“Bison Capital”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and their designees, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Xynomic Pharmaceuticals, Inc., a Delaware corporation (“Xynomic”) (see Note 5). The Company has one subsidiary, Bison Capital Merger Sub Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on August 20, 2018. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering (the “Initial Shareholders”) and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of September 30, 2018, the Company had $146,973 held outside of the Trust Account. As of September 30, 2018, the Sponsor has loaned the Company an aggregate of $400,000. Bison Capital has also committed to provide an additional $200,000 in loans to the Company (see Note 3). Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or March 23, 2019, the date that the Company will be required to cease all operations except for the purpose of winding up, if a Business Combination is not consummated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements 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 8 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on February 21, 2018, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year December 31, 2017. The interim results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 3,234,781 ordinary shares, (2) rights sold in the Initial Public Offering and private placement that convert into 646,957 ordinary shares, and (3) 157,500 ordinary shares, warrants to purchase 78,750 ordinary shares and rights that convert into 15,750 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented. 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 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 ordinary share is calculated as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Net income (loss) $ 80,598 $ (75,706 ) $ 223,375 $ (107,461 ) Less: Income attributable to ordinary shares subject to redemption (264,234 ) (173,323 ) (683,591 ) (163,303 ) Adjusted net loss (183,636 ) (249,029 ) (460,216 ) (270,764 ) Weighted average shares outstanding, basic and diluted 2,432,408 2,374,347 2,418,085 1,693,114 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.10 ) $ (0.19 ) $ (0.16 ) Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3. RELATED PARTY TRANSACTIONS Promissory Note – Related Party As of September 30, 2018, Bison Capital loaned the Company an aggregate of $400,000 in order to finance transaction costs in connection with a Business Combination. The loan is evidenced by a promissory note, is non-interest bearing, unsecured and due to be paid on May 22, 2019. Administrative Services Arrangement Bison Capital entered into an agreement whereby, commencing on June 19, 2017 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company will pay Bison Capital $5,000 per month for these services. For the three and nine months ended September 30, 2018, the Company incurred $15,000 and $42,500, respectively, in fees for these services. For the three and nine months ended September 30, 2017, the Company incurred $15,000 and $20,000, respectively, in fees for these services. At September 30, 2018 and December 31, 2017, $77,500 and $35,000 in administrative fees, respectively, are included in accounts payable and accrued expenses in the accompanying condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4. COMMITMENTS AND CONTINGENCIES Related Party Loans Bison Capital has committed to provide $200,000 in loans to the Company in order to finance transaction costs in connection with a Business Combination. The loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. As of September 30, 2018, no amounts are outstanding under the loans. Director Compensation The Company will pay its independent directors an annual retainer in an aggregate amount of $38,400 (to be prorated for a partial term), payable in arrears commencing on the first anniversary of the Initial Public Offering and ending on the earlier of a Business Combination and the Company’s liquidation. At September 30, 2018 and December 31, 2017, $0 and $19,200, respectively, is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. From inception through September 30, 2018, the Company has paid $38,400 in director’s fees. Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2017, the holders of the ordinary shares issued to the Initial shareholders (the “Founder Shares”), Private Units (and underlying securities) and working capital units (and underlying securities) are entitled to registration rights. The holders of a majority-in-interest of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the registration statement. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act of 1993, as amended, to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement On June 19, 2017, the Company entered into a Business Combination Marketing Agreement with EarlyBirdCapital wherein EarlyBirdCapital would act as an advisor 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, 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 EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3% of the gross proceeds of the Company’s Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). Notwithstanding the foregoing, the fee will be reduced by an amount equal to 2% of the dollar amount of purchases of the Company’s ordinary shares by investors introduced to the Company by Bison Capital or the Company’s officers, directors or their respective affiliates following announcement by the Company of a proposed vote on such Business Combination and do not seek conversion of their shares in connection with such proposed Business Combination; provided, however, that the fee will not be reduced by more than $500,000. Finders Agreement On November 16, 2017, the Company entered into a finder agreement (the “Finder Agreement”) with EarlyBirdCapital pursuant to which EarlyBirdCapital will introduce potential targets (the “Targets”) to the Company on a nonexclusive basis in connection with a Business Combination. The Company shall pay EarlyBirdCapital for its services, upon the closing (or closings) of a Business Combination with a Target, a cash fee equal to 1.0% of the Total Consideration (as defined in the Finder Agreement) deducting any finder fee, advisor fee or any other type of service fee or compensation that Target has paid or has agreed to pay to EarlyBirdCapital in connection with such Business Combination. The Company shall also reimburse EarlyBirdCapital for all out-of-pocket expenses incurred and such expenses shall not exceed $10,000 in the aggregate through the termination of the Finder Agreement unless otherwise consented to in writing by the Company in advance. |
Merger Agreement
Merger Agreement | 9 Months Ended |
Sep. 30, 2018 | |
Merger Agreement [Abstract] | |
MERGER AGREEMENT | <font style="font: 10pt Times New Roman, Times, Serif"><b>NOTE 5. MERGER AGREEMENT</b></font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">On September 12, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xynomic, Bison Capital Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Yinglin Mark Xu (“Stockholder Representative”), solely in his capacity as the Stockholder Representative thereunder. Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into Xynomic, with Xynomic continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger” and the “Surviving Company”).</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">At the effective date of the closing (the “Effective Time”), each share of Xynomic common stock and preferred stock issued and outstanding prior to the Effective Time (excluding dissenting shares, if any) will be automatically converted into the right to receive, on a pro rata basis, the Closing Consideration Shares (as defined below) and the Earnout Shares (as defined below), and each option to purchase Xynomic stock that is outstanding immediately prior to the Effective Time will be assumed by the Company and automatically converted into an option to purchase shares of common stock of the Company.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Pursuant to the Merger Agreement, the aggregate merger consideration payable upon the Closing (the “Aggregate Merger Consideration”) consists of the Closing Merger Consideration (as defined below) and the Earnout Consideration (as defined below).</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The “Closing Merger Consideration” means (a) $350,000,000, <u>minus</u> (i) the amount of Xynomic’s closing indebtedness, <u>plus</u> (ii) the amount of Xynomic’s closing cash, <u>minus</u> (iii) the amount of Xynomic’s transaction expenses, <u>plus</u> (iv) certain closing tax assets, <u>plus</u> (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital. The Closing Merger Consideration is payable in newly issued shares (the “Closing Consideration Shares”) of the Company’s common stock at a value of $10.15 per share.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Merger Agreement provides that, in addition to the Closing Merger Consideration, Xynomic stockholders will receive additional consideration of an additional 9,852,216 shares of Company common stock (representing $100,000,000 based on a $10.15 per share value of the Company’s common stock).</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Consummation of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Merger Agreement and the transactions contemplated thereby by Xynomic’s and the Company’s respective stockholders. Other closing conditions include, among others: (i) the respective representations of the parties to each other being true and correct; (ii) performance and compliance with in all material respects of the respective covenants and agreements of each party; (iii) the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or terminated; (iv) the Company having at least $7,500,000 of net tangible assets remaining after the closing of the contemplated transactions.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Merger also calls for additional agreements, including, among others, the Escrow Agreement, the Non-competition Agreements, the Lock-Up Agreements, the Voting and Support Agreement, and the Registration Rights Agreement.</font></p>" id="sjs-B4"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"><b>NOTE 5. MERGER AGREEMENT</b></font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">On September 12, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xynomic, Bison Capital Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Yinglin Mark Xu (“Stockholder Representative”), solely in his capacity as the Stockholder Representative thereunder. Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into Xynomic, with Xynomic continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger” and the “Surviving Company”).</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">At the effective date of the closing (the “Effective Time”), each share of Xynomic common stock and preferred stock issued and outstanding prior to the Effective Time (excluding dissenting shares, if any) will be automatically converted into the right to receive, on a pro rata basis, the Closing Consideration Shares (as defined below) and the Earnout Shares (as defined below), and each option to purchase Xynomic stock that is outstanding immediately prior to the Effective Time will be assumed by the Company and automatically converted into an option to purchase shares of common stock of the Company.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Pursuant to the Merger Agreement, the aggregate merger consideration payable upon the Closing (the “Aggregate Merger Consideration”) consists of the Closing Merger Consideration (as defined below) and the Earnout Consideration (as defined below).</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The “Closing Merger Consideration” means (a) $350,000,000, <u>minus</u> (i) the amount of Xynomic’s closing indebtedness, <u>plus</u> (ii) the amount of Xynomic’s closing cash, <u>minus</u> (iii) the amount of Xynomic’s transaction expenses, <u>plus</u> (iv) certain closing tax assets, <u>plus</u> (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital. The Closing Merger Consideration is payable in newly issued shares (the “Closing Consideration Shares”) of the Company’s common stock at a value of $10.15 per share.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Merger Agreement provides that, in addition to the Closing Merger Consideration, Xynomic stockholders will receive additional consideration of an additional 9,852,216 shares of Company common stock (representing $100,000,000 based on a $10.15 per share value of the Company’s common stock).</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Consummation of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Merger Agreement and the transactions contemplated thereby by Xynomic’s and the Company’s respective stockholders. Other closing conditions include, among others: (i) the respective representations of the parties to each other being true and correct; (ii) performance and compliance with in all material respects of the respective covenants and agreements of each party; (iii) the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or terminated; (iv) the Company having at least $7,500,000 of net tangible assets remaining after the closing of the contemplated transactions.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Merger also calls for additional agreements, including, among others, the Escrow Agreement, the Non-competition Agreements, the Lock-Up Agreements, the Voting and Support Agreement, and the Registration Rights Agreement.</font></p> |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 6. SHAREHOLDERS’ EQUITY Preferred Shares Ordinary Shares |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7. 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 62,954,853 $ 62,208,330 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements 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 8 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on February 21, 2018, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year December 31, 2017. The interim results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 3,234,781 ordinary shares, (2) rights sold in the Initial Public Offering and private placement that convert into 646,957 ordinary shares, and (3) 157,500 ordinary shares, warrants to purchase 78,750 ordinary shares and rights that convert into 15,750 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
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 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 ordinary share is calculated as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Net income (loss) $ 80,598 $ (75,706 ) $ 223,375 $ (107,461 ) Less: Income attributable to ordinary shares subject to redemption (264,234 ) (173,323 ) (683,591 ) (163,303 ) Adjusted net loss (183,636 ) (249,029 ) (460,216 ) (270,764 ) Weighted average shares outstanding, basic and diluted 2,432,408 2,374,347 2,418,085 1,693,114 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.10 ) $ (0.19 ) $ (0.16 ) |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per ordinary share | Three Months Ended Nine Months Ended 2018 2017 2018 2017 Net income (loss) $ 80,598 $ (75,706 ) $ 223,375 $ (107,461 ) Less: Income attributable to ordinary shares subject to redemption (264,234 ) (173,323 ) (683,591 ) (163,303 ) Adjusted net loss (183,636 ) (249,029 ) (460,216 ) (270,764 ) Weighted average shares outstanding, basic and diluted 2,432,408 2,374,347 2,418,085 1,693,114 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.10 ) $ (0.19 ) $ (0.16 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on recurring basis | Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 62,954,853 $ 62,208,330 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Description of Organization and Business Operations (Textual) | |
Cash held outside of trust account | $ 146,973 |
Aggregate amount | 400,000 |
Bison Capital [Member] | |
Description of Organization and Business Operations (Textual) | |
Committed to provide additional loans | $ 200,000 |
Initial Public Offering [Member] | |
Description of Organization and Business Operations (Textual) | |
Number of stock units issued | shares | 6,037,500 |
Private Units [Member] | |
Description of Organization and Business Operations (Textual) | |
Number of stock units issued | shares | 432,062 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Accounting Policies [Abstract] | |||||
Net income (loss) | $ 80,598 | $ (75,706) | $ 223,375 | $ (107,461) | |
Less: Income attributable to ordinary shares subject to redemption | (264,234) | (173,323) | (683,591) | (163,303) | |
Adjusted net loss | $ (183,636) | $ (249,029) | $ (460,216) | $ (270,764) | |
Weighted average shares outstanding, basic and diluted | [1] | 2,432,408 | 2,374,347 | 2,418,085 | 1,693,114 |
Basic and diluted net loss per ordinary share | $ (0.08) | $ (0.10) | $ (0.19) | $ (0.16) | |
[1] | Excludes an aggregate of up to 5,528,835 and 5,580,290 ordinary shares subject to redemption at September 30, 2018 and 2017, respectively. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies (Textual) | |
Description of shares excluded from the calculation of basic income per share | (1) warrants sold in the Initial Public Offering and private placement to purchase 3,234,781 ordinary shares, (2) rights sold in the Initial Public Offering and private placement that convert into 646,957 ordinary shares, and (3) 157,500 ordinary shares, warrants to purchase 78,750 ordinary shares and rights that convert into 15,750 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 19, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Administrative Services Arrangement [Member] | ||||||
Related Party Transactions (Textual) | ||||||
General and administrative services, including office space, utilities and administrative services | $ 5,000 | |||||
Fee for services | $ 15,000 | $ 15,000 | $ 42,500 | $ 20,000 | ||
Administrative fees | 77,500 | $ 35,000 | ||||
Bison Capital [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Aggregate order to finance transaction costs | $ 400,000 | $ 400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Nov. 16, 2017 | Jun. 19, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies (Textual) | ||||
Independent directors annual retainer expenses | $ 38,400 | |||
Business combination marketing agreement, description | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3% of the gross proceeds of the Company’s Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). Notwithstanding the foregoing, the fee will be reduced by an amount equal to 2% of the dollar amount of purchases of the Company’s ordinary shares by investors introduced to the Company by Bison Capital or the Company’s officers, directors or their respective affiliates following announcement by the Company of a proposed vote on such Business Combination and do not seek conversion of their shares in connection with such proposed Business Combination; provided, however, that the fee will not be reduced by more than $500,000. | |||
Accounts payable and accrued liabilities | 0 | $ 19,200 | ||
Finder Agreement [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Cash fee percentage | 1.00% | |||
EarlyBirdCapital [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Aggregate pocket expenses | $ 10,000 | |||
Director [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Director's fees amount | 38,400 | |||
Bison Capital [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Committed to provide loans in order to finance transacrtion costs | $ 200,000 |
Merger Agreement (Details)
Merger Agreement (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Merger Agreement (Textual) | |
Closing merger consideration, description | (a) $350,000,000, <u>minus</u> (i) the amount of Xynomic’s closing indebtedness, <u>plus</u> (ii) the amount of Xynomic’s closing cash, <u>minus</u> (iii) the amount of Xynomic’s transaction expenses, <u>plus</u> (iv) certain closing tax assets, <u>plus</u> (v) the amount, if any, by which Xynomic’s closing working capital exceeds an agreed upon target amount of working capital, minus (vi) the amount, if any, by which such target amount of working capital exceeds Xynomic’s closing working capital. The Closing Merger Consideration is payable in newly issued shares (the “Closing Consideration Shares”) of the Company’s common stock at a value of $10.15 per share. |
Merger agreement to addition closing merger consideration, description | Xynomic stockholders will receive additional consideration of an additional 9,852,216 shares of Company common stock (representing $100,000,000 based on a $10.15 per share value of the Company’s common stock). |
Merger agreement, description | (i) the respective representations of the parties to each other being true and correct; (ii) performance and compliance with in all material respects of the respective covenants and agreements of each party; (iii) the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or terminated; (iv) the Company having at least $7,500,000 of net tangible assets remaining after the closing of the contemplated transactions. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
Shareholders' Equity (Textual) | ||
Ordinary shares, shares issued | 2,450,102 | 2,405,433 |
Ordinary shares, shares outstanding | 2,450,102 | 2,405,433 |
Ordinary shares redemption value | 5,528,835 | 5,573,504 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Marketable securities held in Trust Account | $ 62,954,853 | $ 62,208,330 |