Document and Entity Information
Document and Entity Information - USD ($) | 11 Months Ended | ||
Dec. 31, 2017 | Mar. 23, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | National Energy Services Reunited Corp. | ||
Entity Central Index Key | 1,698,514 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 218,902,000 | ||
Entity Common Stock, Shares Outstanding | 28,652,125 | ||
Trading Symbol | NESRU | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheet
Consolidated Balance Sheet | Dec. 31, 2017USD ($) |
Current Assets | |
Cash | $ 741,096 |
Prepaid expenses | 127,420 |
Total Current Assets | 868,516 |
Cash and marketable securities held in Trust Account | 230,554,024 |
Total Assets | 231,422,540 |
Current liabilities | |
Accounts payable and accrued expenses | 3,473,511 |
Advance from related party | 989 |
Total Current Liabilities | 3,474,500 |
Deferred underwriting fees | 9,022,229 |
Total Liabilities | 12,496,729 |
Commitments | |
Ordinary shares subject to possible redemption, 16,921,700 shares at redemption value | 164,281,449 |
Shareholders' Equity | |
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | |
Ordinary shares, no par value; unlimited shares authorized; 11,730,425 shares issued and outstanding (excluding 16,921,700 shares subject to possible redemption) | 57,508,393 |
Retained earnings | (2,864,031) |
Total Shareholders' Equity | 54,644,362 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 231,422,540 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | 11 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Statement of Financial Position [Abstract] | |
Temporary equity, authorized | 16,921,700 |
Preferred stock, no par value | $ / shares | |
Preferred stock, authorized | Unlimited |
Preferred stock, issued | |
Preferred stock, outstanding | |
Common stock, no par value | $ / shares | |
Common stock, authorized | Unlimited |
Common stock, issued | 11,730,425 |
Common stock, outstanding | 11,730,425 |
Consolidated Statement of Opera
Consolidated Statement of Operations | 11 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Operating costs | $ 4,214,790 | |
Loss from operations | (4,214,790) | |
Other income (expense): | ||
Interest income | 1,343,523 | |
Change in fair value of deferred underwriting fee liability | 10,036 | |
Unrealized loss on marketable securities held in Trust Account | (2,800) | |
Net loss | $ (2,864,031) | |
Weighted average shares outstanding, basic and diluted | shares | 9,552,022 | [1] |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.40) | [2] |
[1] | Excludes an aggregate of up to 16,921,700 shares subject to redemption at December 31, 2017. | |
[2] | Net loss per ordinary share - basic and diluted excludes interest income attributable to ordinary shares subject to redemption of $986,991 for the period from January 23, 2017 (inception) through December 31, 2017. |
Consolidated Statement of Oper5
Consolidated Statement of Operations (Parenthetical) | 11 Months Ended |
Dec. 31, 2017USD ($)shares | |
Income Statement [Abstract] | |
Number of shares redemption | shares | 16,921,700 |
Net loss per ordinary shares subject to redemption | $ | $ 986,991 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders’ Equity - 11 months ended Dec. 31, 2017 - USD ($) | Ordinary Shares [Member] | Retained Earnings [Member] | Total |
Balance at beginning at Jan. 22, 2017 | |||
Balance at beginning, shares at Jan. 22, 2017 | |||
Issuance of Founder Shares to Sponsor | $ 25,000 | 25,000 | |
Issuance of Founder Shares to Sponsor, shares | 6,037,500 | ||
Forfeiture of Founder Shares | |||
Forfeiture of Founder Shares, shares | (307,075) | ||
Sale of 22,921,700 Units, net of underwriters discount and offering expenses | $ 215,455,502 | $ 215,455,502 | |
Sale of 22,921,700 Units, net of underwriters discount and offering expenses, shares | 22,921,700 | 22,921,700 | |
Sale of 12,618,680 Private Warrants | $ 6,309,340 | $ 6,309,340 | |
Sale of 12,618,680 Private Warrants, shares | |||
Ordinary shares subject to redemption | $ (164,281,449) | (164,281,449) | |
Ordinary shares subject to redemption, shares | (16,921,700) | ||
Net loss | (2,864,031) | (2,864,031) | |
Balance at end at Dec. 31, 2017 | $ 57,508,393 | $ (2,864,031) | $ 54,644,362 |
Balance at end, shares at Dec. 31, 2017 | 11,730,425 |
Consolidated Statement of Chan7
Consolidated Statement of Changes in Shareholders’ Equity (Parenthetical) | 11 Months Ended |
Dec. 31, 2017shares | |
Statement of Stockholders' Equity [Abstract] | |
Underwriters discount and offering expenses, units sold | 22,921,700 |
Sale of private warrants | 12,618,680 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2017USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (2,864,031) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (1,339,824) |
Change in fair value of deferred underwriting fee liability | (10,036) |
Unrealized loss on securities held in Trust Account | 2,800 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (127,420) |
Accrued expenses | 3,473,511 |
Net cash used in operating activities | (865,000) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (229,217,000) |
Net cash used in investing activities | (229,217,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of ordinary shares to initial shareholder | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 225,202,660 |
Proceeds from sale of Private Warrants | 6,309,340 |
Advances from related party | 193,899 |
Repayment of advances from related party | (192,910) |
Proceeds from promissory note – related parties | 299,030 |
Repayment of promissory note – related party | (299,030) |
Payment of offering costs | (714,893) |
Net cash provided by financing activities | 230,823,096 |
Net Change in Cash | 741,096 |
Cash – Beginning | |
Cash – Ending | 741,096 |
Non-Cash investing and financing activities: | |
Deferred underwriting fee payable | 9,032,265 |
Initial classification of ordinary shares subject to possible redemption | 163,294,405 |
Change in value of ordinary shares subject to possible redemption | $ 987,044 |
Description of Organization and
Description of Organization and Business Operations | 11 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS National Energy Services Reunited Corp. (the “Company”) is a blank check company formed in the British Virgin Islands on January 23, 2017. 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 a Business Combination, the Company intends to focus on businesses that operate in the energy services industry, with an emphasis on oil and gas services globally. At December 31, 2017, the Company had not yet commenced operations. All activity through December 31, 2017 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisitions of Gulf Energy S.A.O.C. (“Gulf Energy”) and NPS Holdings, Ltd. (“NPS”), as described in Note 8. The Company has two wholly-owned subsidiaries, National Energy Services Reunited Corporation, which was incorporated in Texas on October 20, 2017, and NESR Limited, which was incorporated in the United Kingdom on October 30, 2017. The registration statements for the Company’s Initial Public Offering were declared effective on May 11, 2017. On May 17, 2017, the Company consummated the Initial Public Offering of 21,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $210,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,850,000 warrants (the “Private Warrants”) at a price of $0.50 per warrant in a private placement to the Company’s sponsor, NESR Holdings Ltd. (the “Sponsor”), generating gross proceeds of $5,925,000, which is described in Note 5. Following the closing of the Initial Public Offering on May 17, 2017, an amount of $210,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Warrants was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. On May 30, 2017, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 1,921,700 Units at $10.00 per Unit and the sale of an additional 768,680 Private Warrants at $0.50 per warrant, generating total gross proceeds of $19,601,340. Following the closing, an additional $19,217,000 of net proceeds ($10.00 per Unit) was placed in the Trust Account, resulting in $229,217,000 ($10.00 per Unit) held in the Trust Account. Transaction costs amounted to $13,761,498, consisting of $4,014,340 of underwriting fees, $9,032,265 of deferred underwriting fees (see Note 7) and $714,893 of Initial Public Offering costs. As of December 31, 2017, $741,096 of cash was held outside of the Trust Account and was available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and sale of Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and in accordance with applicable laws and regulations. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account, net of taxes payable ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. However, certain investors in the Initial Public Offering holding 6,000,000 Public Shares have agreed that they will hold such Public Shares sold in the Initial Public Offering through the consummation of an initial Business Combination and not seek redemption in connection therewith. As a result, the Company expects to meet the $5,000,001 net tangible asset requirement in order to complete its initial Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, or if the Company is deemed to be a foreign private issuer (“FPI”) at such time, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other legal reasons, and if the Company will not be an FPI at such time, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, officers and directors (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 6), and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions in connection with a Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the ordinary shares sold in the Initial Public Offering. The Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The Initial Shareholders have agreed (i) to waive their liquidation rights with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period, (ii) to waive their redemption rights from the Trust Account with respect to their Founder Shares and Public Shares in connection with the consummation of a Business Combination and (iii) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their shares in conjunction with any such amendment. However, the Initial Shareholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. The underwriters have agreed to waive their rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the $10.00 per Unit in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Liquidity and Going Concern
Liquidity and Going Concern | 11 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | NOTE 2. LIQUIDITY AND GOING CONCERN As of December 31, 2017, the Company had $741,096 in its operating bank accounts, $230,554,024 in cash and securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $2,605,984. As of December 31, 2017, approximately $1,337,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. To date, the Company has not withdrawn any interest from the Trust Account. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its sponsors, stockholders, officers, directors, or third parties. The Company’s officers, directors and sponsors 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. None of the sponsors, stockholders, officers or directors, or third parties is under any obligation to advance funds to, or to invest in, the Company. 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. These consolidated 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying 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. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of consolidated 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our 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 not have any cash equivalents as of December 31, 2017. Cash and marketable securities held in Trust Account At December 31, 2017, substantially all of the assets held in the Trust Account were held in cash and 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 (if any) 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, at December 31, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,761,498 were charged to shareholders’ equity upon the completion of the Initial Public Offering. 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 British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2017, 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. The Company may be subject to potential examination by U.S. federal, U.S. states or 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 U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. The provision for income taxes was deemed to be immaterial for the period from January 23, 2017 (inception) through December 31, 2017. Net loss per ordinary share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Ordinary shares subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic income 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 17,770,190 ordinary shares and (2) 200,717 ordinary shares that may be issued to the underwriters in connection with the deferred fee payable in the calculation of diluted loss per share, since the exercise of the warrants and the issuance of the ordinary shares is contingent upon the occurrence of future events. As a result, diluted income per ordinary share is the same as basic loss per ordinary share for the periods. 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: For the Period from January 23, 2017 (inception) through December 31, 2017 Net loss $ (2,864,031 ) Less: Income attributable to ordinary shares subject to redemption (986,991 ) Adjusted net loss $ (3,851,022 ) Weighted average shares outstanding, basic and diluted 9,552,022 Basic and diluted net loss per ordinary share $ (0.40 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recently issued accounting standards 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 consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2017 | |
Initial Public Offering | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,921,700 Units at a purchase price of $10.00 per Unit, inclusive of 1,921,700 Units sold to the underwriters on May 30, 2017 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one ordinary share and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one ordinary share at an exercise price of $5.75 per half share (see Note 9). |
Private Placement
Private Placement | 11 Months Ended |
Dec. 31, 2017 | |
Private Placement | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 11,850,000 Private Warrants at a price of $0.50 per Private Warrant for an aggregate purchase price of $5,925,000. On May 30, 2017, the Company consummated the sale of an additional 768,680 Private Warrants at a price of $0.50 per Private Warrant, which were purchased by the Sponsor, generating gross proceeds of $384,340. The proceeds from the Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants. The Private Warrants are identical to the Public Warrants except that the Private Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or their permitted transferees. In addition, the Private Warrants and their component securities may not be transferable, assignable or salable until 30 days after the consummation of a Business Combination, subject to certain limited exceptions. |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 9, 2017, the Company issued an aggregate of 5,750,000 ordinary shares to the Sponsor for an aggregate purchase price of $25,000. On May 11, 2017, the Company effectuated a 1.05-for-1 subdivision of its ordinary shares, resulting in an aggregate of 6,037,500 ordinary shares being held by the Sponsor (the “Founder Shares”). The 6,037,500 Founder Shares included an aggregate of up to 787,500 ordinary shares which were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on May 30, 2017, 480,425 Founder Shares are no longer subject to forfeiture. The underwriters elected not to exercise the remaining portion of the over-allotment option and, therefore, 307,075 Founder Shares were forfeited. The Sponsor has agreed that, subject to certain limited exceptions, its Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the last sales price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination. Related Party Advances During the period from January 23, 2017 (inception) through May 17, 2017, the Sponsor advanced the Company an aggregate of $193,899 for costs associated with the Initial Public Offering and for working capital purposes. The advances are non-interest bearing, unsecured and due on demand. The Company has repaid $192,910 of such advances. Advances amounting to $989 were outstanding as of December 31, 2017. Promissory Note — Related Party On February 10, 2017, the Company entered into a promissory note with the Sponsor, whereby the Sponsor agreed to loan the Company up to an aggregate of $300,000 (the “Promissory Note”) to be used in part for expenses incurred in connection with the Initial Public Offering. The Promissory Note was non-interest bearing, unsecured and due on the earlier of June 30, 2017 or the closing of the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering on May 17, 2017. Administrative Service Fee The Company entered into an agreement whereby, commencing on May 17, 2017 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the period from January 23, 2017 (inception) through December 31, 2017, the Company incurred $80,000 in fees for these services, which such amounts are included in operating costs in the accompanying consolidated statement of operations and in accrued expenses in the accompanying consolidated balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, the Company’s officers, directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into Private Warrants at a price of $0.50 per warrant. There were no Working Capital Loans outstanding as of December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Contingent Transaction Fee Arrangements The Company entered into a fee arrangement with a service provider pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2017, the amount of these contingent fees was approximately $1,382,000. To the extent a Business Combination is consummated, the Company anticipates incurring a significant amount of additional costs. There can be no assurances that the Company will complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on May 11, 2017, the holders of the Founder Shares, Private Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act 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. Underwriters Agreement In connection with the closing of the Initial Public Offering and the over-allotment option, the underwriters were paid a cash underwriting discount of $4,014,340. In addition, the underwriters deferred their fee of up to $9,022,229 until the completion of the initial Business Combination, which amount includes 200,717 ordinary shares (the “Deferred Shares”). The Company determined the fair value of the Deferred Shares to be issued to the underwriters at May 30, 2017 to be $2,007,170, based upon the offering price of the Units of $10.00 per Unit. The fair value of the Deferred Shares at December 31, 2017 was determined to be $1,997,134, based upon the closing price of the Company’s ordinary shares at December 31, 2017. The Company recorded the change in the fair value of the deferred underwriting fee liability of $10,036 for the period from January 23, 2017 (inception) through December 31, 2017 in the accompanying statements of operations. The ordinary shares to be issued to the underwriters have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these ordinary shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Gulf Energy and NPS Business Co
Gulf Energy and NPS Business Combination | 11 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Gulf Energy and NPS Business Combination | NOTE 8. GULF ENERGY AND NPS BUSINESS COMBINATION On November 12, 2017, the Company entered into the following agreements (the “Transactions”) to acquire 100% of the shares of two independent oil field service companies operating in the Middle East and North Africa, Gulf Energy and NPS. NPS Transaction Pursuant to a Stock Purchase Agreement with NPS (the “NPS SPA”), the Selling Stockholders (as defined in the NPS SPA) agreed to sell to the Company and Hana Investments Co. WLL (“HIC”) First Closing Second Closing. Contemporaneously on the closing date, HIC shall transfer the 83,660,878 NPS shares it acquired from Selling Stockholders to the Company in exchange for the Company’s shares valued at $11.244 per share, which will result in issuance of 13,340,448 of the Company’s shares to HIC. In addition, the Company shall pay HIC an amount of interest accrued from the date of the payment of the $150,000,000 to the Selling Stockholders until the closing date up to $4.7 million in cash or ordinary shares at a value of $11.244 equal to 418,001 ordinary shares. Earnout Consideration. ● Cash Earn-Out: the Company agreed to pay an additional $7,572,444 in cash payable upon renewal of a major customer contract by NPS or its subsidiaries, provided the renewal is on materially the same terms. Such customer contract will not be deemed to be renewed on materially the same terms if some services are excluded or prices are materially reduced from the prior year upon renewal. ● Equity Stock Earn-Out: Up to 1,671,704 shares of the Company’s stock would be issued to the Selling Stockholders that exchange their shares for the Company’s stock, if the 2018 EBITDA of the Company satisfies scheduled financial thresholds. ● Second Equity Stock Earn-Out: Up to an additional 1,671,704 shares of the Company’s stock would be issued to the Selling Stockholders if the 2018 EBITDA of the Company satisfies scheduled thresholds higher than first Equity Stock Earn-Out financial thresholds. The Company is also required to make additional payments for delays in receiving shareholder approval (“Ticker Fee”) to complete the Transactions beyond December 31, 2017 as per the NPS SPA. The amount of the Ticker Fee is being discussed with NPS Selling Stockholders. Pursuant to these discussions, the Selling Shareholders have agreed to waive the Ticker Fee associated with the HIC payment of $150,000,000 which was made on January 14, 2018 to purchase 83,660,878 NPS Shares. For the remaining cash payments, the Company has proposed an 8-week suspension of the Ticker Fee which would postpone its application to start from March 1, 2018. Based on the 8-week suspension, the Ticker Fee is estimated to total $11,200,606 based on completing the Transactions on May 15, 2018. There is no Ticker Fee on the equity portion of the consideration received by the reinvesting Selling Stockholders. Gulf Energy SPA Pursuant to a Stock Purchase Agreement with Gulf Energy (the “Gulf Energy SPA”), the Company contracted to acquire 61% of the outstanding shares of Gulf Energy for a valuation of $184,800,000 through a stock exchange for the Company’s ordinary shares valued at $10.00 per share, , to occur within one year of the signing of the Gulf Energy SPA or at such later time as mutually agreed upon by the parties.. The Gulf Energy SPA was entered upon approval by the Company’s Board of Directors subject to approval by the shareholders of the Company authorizing the Transactions. The Gulf Energy SPA provides that the purchase price shall be reduced to the extent that the “Net Debt” in the company (i.e. bank debt less cash) exceeds $47,200,000 at the closing date and to the extent of any Gulf Energy Leakage (as defined in the Gulf Energy SPA). The Gulf Energy SPA contains substantial seller warranties regarding the stock and the financial condition of Gulf Energy. Contribution Agreement of SV3’s 27.3% Shares SV3 Holdings, Pte Ltd (“SV3”) Minority Interests Acquisitions/ Shares Exchange Agreement In addition, the Sponsor contracted with Mubadarah Investments LLC (the “Seller”) and National Bank of Oman (“NBO”) to acquire for cash 58,500 shares of Gulf Energy, which is 11.7% of the outstanding stock of Gulf Energy, for a total purchase price of $29,200,000. The Sponsor organized financing of the acquisition of the 11.7% through agreements (“Loan Contracts”) with a series of private investment, private equity lenders (“Investors”). The Sponsor also contracted to acquire 5% of the Gulf Energy shares from NBO for $12.5 million and completed that purchase on or about October 8, 2017. Each Investor has agreed that the Sponsor can assign the Loan Contracts to the Company if the shareholders of the Company approve the Transactions. Each Investor agreed to accept in repayment of the Loan Contracts either the Company’s ordinary shares at a value of $10.00 per share, payment in cash, or Gulf Energy shares acquired with their respective advances. The Company executed with the Sponsor a Shares Exchange Agreement pursuant to which, subject to receiving approval by the Company’s shareholders for the Transactions, the Sponsor agreed to assign all 58,500 shares of Gulf Energy acquired to the Company, and the Company will at that time assume the obligation to satisfy the Loan Contracts. Unless any Investor elects not to accept the Company’s shares to satisfy the debt, the Company will issue its ordinary shares to the Investors to satisfy the debt. The Company’s obligation to perform under all of the Transactions documents is subject to an affirmative vote by a majority of its shareholders to approve the Transactions. The Transactions will qualify as a Business Combination within the Combination Period. Backstop Commitment The Company is in negotiations to enter into a forward purchase agreement (the “Forward Purchase Agreement”) with parties arranged by MEA Energy Advisory UK, LLP or its affiliates (“Backstop Investor”) to sell the Company’s ordinary shares for a total purchase price of up to $150 million of shares, pursuant to which the Company will draw down a minimum of $70 million in exchange for 7,000,000 shares at $10.00 per share and will have the option to draw up to an additional $80 million in exchange for up to 7,114,906 shares at $11.244 per share, as needed. The funds will be used to replace capital removed by shareholder redemptions, to help fund the cash portion of the consideration to the NPS Selling Stockholders and transaction expenses in the Business Combination, or for other corporate purposes, such that the Company meets its minimum cash requirements immediately following the Business Combination. The Backstop Investor will have no obligation to purchase any of the Company’s ordinary shares until definitive agreements are entered into. The Company expects the definitive terms of the Forward Purchase Agreement to be negotiated and agreed before the Proxy Statement becomes definitive and is mailed to its shareholders. |
Shareholders_ Equity
Shareholders’ Equity | 11 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders’ Equity | NOTE 9. SHAREHOLDERS’ EQUITY Preferred Shares Ordinary Shares Warrants The Company may call the warrants for redemption (excluding the Private Warrants): ● in whole and not in part; ● at a price of $.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last sale price of the ordinary shares equals or exceeds $21.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the 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 stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. 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 and liabilities that are measured at fair value on a recurring basis at December 31, 2017 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 230,554,024 Liabilities: Deferred underwriting fees 1 $ 9,022,229 |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying 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. |
Emerging Growth Company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of estimates The preparation of consolidated 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our 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 not have any cash equivalents as of December 31, 2017. |
Cash and Marketable Securities Held in Trust Account | Cash and marketable securities held in Trust Account At December 31, 2017, substantially all of the assets held in the Trust Account were held in cash and 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 (if any) 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, at December 31, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,761,498 were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
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 British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2017, 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. The Company may be subject to potential examination by U.S. federal, U.S. states or 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 U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. The provision for income taxes was deemed to be immaterial for the period from January 23, 2017 (inception) through December 31, 2017. |
Net Loss Per Ordinary Share | Net loss per ordinary share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Ordinary shares subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic income 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 17,770,190 ordinary shares and (2) 200,717 ordinary shares that may be issued to the underwriters in connection with the deferred fee payable in the calculation of diluted loss per share, since the exercise of the warrants and the issuance of the ordinary shares is contingent upon the occurrence of future events. As a result, diluted income per ordinary share is the same as basic loss per ordinary share for the periods. |
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: For the Period from January 23, 2017 (inception) through December 31, 2017 Net loss $ (2,864,031 ) Less: Income attributable to ordinary shares subject to redemption (986,991 ) Adjusted net loss $ (3,851,022 ) Weighted average shares outstanding, basic and diluted 9,552,022 Basic and diluted net loss per ordinary share $ (0.40 ) |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently issued accounting standards 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 consolidated financial statements. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Loss Per Ordinary Share | Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the Period from January 23, 2017 (inception) through December 31, 2017 Net loss $ (2,864,031 ) Less: Income attributable to ordinary shares subject to redemption (986,991 ) Adjusted net loss $ (3,851,022 ) Weighted average shares outstanding, basic and diluted 9,552,022 Basic and diluted net loss per ordinary share $ (0.40 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value On Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2017 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 230,554,024 Liabilities: Deferred underwriting fees 1 $ 9,022,229 |
Description of Organization a23
Description of Organization and Business Operations (Details Narrative) - USD ($) | May 30, 2017 | May 17, 2017 | Dec. 31, 2017 | Dec. 31, 2017 |
Number of shares issued in transaction | 22,921,700 | |||
Proceeds from warrant issuance | $ 6,309,340 | |||
Unit price | $ 10 | |||
Total proceeds from exercise of over-allotment option | 215,455,502 | |||
Transaction costs | 714,893 | |||
Deferred underwriting fee payable | $ 9,032,265 | |||
Pro rata interest earned description | The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account, net of taxes payable ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). | |||
IPO [Member] | ||||
Number of shares issued in transaction | 22,921,700 | 21,000,000 | ||
Proceeds from unit issuance | $ 210,000,000 | |||
Unit price | $ 10 | $ 10 | $ 10 | |
Transaction costs | $ 13,761,498 | |||
Initial business combination, description | The Companys initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |||
Cash available for working capital | $ 741,096 | |||
Net tangible asset | $ 5,000,001 | |||
Initial public offering shares holding | 6,000,000 | |||
Description of transaction | The Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the Combination Period). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Companys board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. | |||
Over-Allotment Option [Member] | ||||
Number of shares issued in transaction | 1,921,700 | |||
Unit price | $ 10 | |||
Total proceeds from exercise of over-allotment option | $ 19,601,340 | |||
Additional proceeds from unit issuance held in the trust account | 19,217,000 | |||
Total proceeds held in the trust account | 229,217,000 | |||
Transaction costs | 13,761,498 | |||
Underwriting fees | 4,014,340 | |||
Deferred underwriting fee payable | 9,032,265 | |||
Initial public offering costs | $ 714,893 | |||
Warrant [Member] | Over-Allotment Option [Member] | ||||
Number of warrant issued | 768,680 | |||
Share price | $ 0.50 | |||
NESR Holdings Ltd (Sponsor) [Member] | Warrant [Member] | Private Placement [Member] | ||||
Number of warrant issued | 11,850,000 | |||
Share price | $ 0.50 | |||
Proceeds from warrant issuance | $ 5,925,000 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) | 11 Months Ended |
Dec. 31, 2017USD ($) | |
Cash | $ 741,096 |
Cash and marketable securities held in trust account | 230,554,024 |
Working capital deficit | 2,605,984 |
Trust Account [Member] | |
Interest income earned in deposit | $ 1,337,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) | 11 Months Ended |
Dec. 31, 2017USD ($)shares | |
Transaction costs | $ 714,893 |
Federal depository insurance coverage | $ 250,000 |
Underwriter [Member] | |
Number of shares issued to the underwriters | shares | 200,717 |
U.S. Tax Cuts and Jobs Act of 2017 [Member] | |
U.S. Statutory tax rate | 35.00% |
U.S. Tax Cuts and Jobs Act of 2017 [Member] | January 1, 2018 [Member] | |
U.S. Statutory tax rate | 21.00% |
IPO [Member] | |
Transaction costs | $ 13,761,498 |
Initial Public Offering and Private Placement [Member] | |
Warrants issued to purchase of ordinary shares | shares | 17,770,190 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Loss Per Ordinary Share (Details) | 11 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Accounting Policies [Abstract] | ||
Net loss | $ (2,864,031) | |
Less: Income attributable to ordinary shares subject to redemption | (986,991) | |
Adjusted net loss | $ (3,851,022) | |
Weighted average shares outstanding, basic and diluted | shares | 9,552,022 | [1] |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.40) | [2] |
[1] | Excludes an aggregate of up to 16,921,700 shares subject to redemption at December 31, 2017. | |
[2] | Net loss per ordinary share - basic and diluted excludes interest income attributable to ordinary shares subject to redemption of $986,991 for the period from January 23, 2017 (inception) through December 31, 2017. |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - $ / shares | May 30, 2017 | May 17, 2017 | Dec. 31, 2017 |
Number of shares issued in transaction | 22,921,700 | ||
Purchase price per unit | $ 10 | ||
IPO [Member] | |||
Number of shares issued in transaction | 22,921,700 | 21,000,000 | |
Purchase price per unit | $ 10 | $ 10 | |
Over-Allotment Option [Member] | |||
Number of shares issued in transaction | 1,921,700 | ||
Purchase price per unit | $ 10 | ||
Warrant [Member] | |||
Warrant exercise price per share | $ 5.75 | $ 0.01 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | May 30, 2017 | May 17, 2017 | Dec. 31, 2017 |
Proceeds from warrant issuance | $ 6,309,340 | ||
Warrant [Member] | Over-Allotment Option [Member] | |||
Number of warrant issued | 768,680 | ||
Share price | $ 0.50 | ||
NESR Holdings Ltd (Sponsor) [Member] | Warrant [Member] | Private Placement [Member] | |||
Number of warrant issued | 11,850,000 | ||
Share price | $ 0.50 | ||
Proceeds from warrant issuance | $ 5,925,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 30, 2017 | May 11, 2017 | Feb. 10, 2017 | Feb. 09, 2017 | May 17, 2017 | Dec. 31, 2017 |
Proceeds from related party | $ 193,899 | |||||
Repayments of advances from related party | 192,910 | |||||
Advance from related party outstanding | 989 | |||||
Working Capital Loans [Member] | Maximum [Member] | ||||||
Working capital loans | $ 1,500,000 | |||||
Warrant exercise price per share | $ 0.50 | |||||
Founders Shares [Member] | ||||||
Description of share price | The Sponsor has agreed that, subject to certain limited exceptions, its Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the last sales price of the Companys ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination. | |||||
NESR Holdings Ltd (Sponsor) [Member] | ||||||
Stock split ratio | 1.05-for-1 | |||||
Monthly administrative service fee | $ 10,000 | |||||
Administrative fee | 80,000 | |||||
NESR Holdings Ltd (Sponsor) [Member] | IPO [Member] | Unsecured Non-Interest Bearing Advance [Member] | ||||||
Proceeds from related party | $ 193,899 | |||||
Repayments of advances from related party | 192,910 | |||||
Advance from related party outstanding | $ 989 | |||||
NESR Holdings Ltd (Sponsor) [Member] | IPO [Member] | Unsecured Non-Interest Bearing Promissory Note Due May 17, 2017 [Member] | ||||||
Debt face amount | $ 300,000 | |||||
Promissory note maturity date | Jun. 30, 2017 | |||||
NESR Holdings Ltd (Sponsor) [Member] | Ordinary Shares [Member] | ||||||
Number of shares issued | 5,750,000 | |||||
Value of shares issued | $ 25,000 | |||||
Number of shares held after stock split | 6,037,500 | |||||
NESR Holdings Ltd (Sponsor) [Member] | Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Number of shares forfeiture | 307,075 | 787,500 | ||||
Percentage of ownership after the IPO | 20.00% | |||||
Number of shares no longer subject to forfeiture | 480,425 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 30, 2017 | Dec. 31, 2017 |
Sale of stock, price per share | $ 10 | |
Change in fair value of deferred underwriting fee liability | $ 10,036 | |
Underwriter [Member] | ||
Number of shares issued | 200,717 | |
Value of shares issued | $ 2,007,170 | |
Sale of stock, price per share | $ 10 | |
Fair value of deferred shares | $ 1,997,134 | |
Over-Allotment Option [Member] | ||
Underwriting fees | $ 4,014,340 | |
Sale of stock, price per share | $ 10 | |
Contingent Transaction Fee Arrangements [Member] | ||
Contingent fees | $ 1,382,000 |
Gulf Energy and NPS Business 31
Gulf Energy and NPS Business Combination (Details narrative) - USD ($) | Nov. 12, 2017 | Dec. 31, 2017 |
Percentage of shares acquired | 100.00% | |
Proceeds from related party | $ 193,899 | |
Payment to selling stockholders | $ 192,910 | |
Investor [Member] | ||
Share price | $ 10 | |
Equity Stock Earn-Out [Member] | ||
Number of shares issued | 1,671,704 | |
Second Equity Stock Earn-Out [Member] | ||
Number of shares issued | 1,671,704 | |
NPS [Member] | ||
Additional amount of cash payable for renewal | $ 7,572,444 | |
Hana Investments Co [Member] | ||
Payment of ticker fee | $ 150,000,000 | |
Number of common stock purchased | 83,660,878 | |
Total estimated of ticker fee | $ 11,200,606 | |
National Bank of Oman [Member] | ||
Business combination, consideration transferred | $ 12,500,000 | |
Stock Purchase Agreement [Member] | ||
Outstanding shares percentage | 100.00% | |
Business combination, consideration transferred | $ 4,700,000 | |
Business combination, ordinary shares | 418,001 | |
Share price | $ 11.244 | |
Stock Purchase Agreement [Member] | NPS [Member] | ||
Business combination, consideration transferred | $ 442,800,000 | |
Business combination, ordinary shares | 11,318,827 | |
Share price | $ 10 | |
Proceeds from related party | $ 48,000,000 | |
Stock Purchase Agreement [Member] | NPS [Member] | Second Closing [Member] | ||
Business combination, consideration transferred | $ 292,800,000 | |
Share price | $ 10 | |
Stock Purchase Agreement [Member] | Hana Investments Co [Member] | ||
Share price | $ 11.244 | |
Number of shares exchanged | 83,660,878 | |
Number of shares issued | 13,340,448 | |
Payment to selling stockholders | $ 150,000,000 | |
Stock Purchase Agreement [Member] | Hana Investments Co [Member] | First Closing [Member] | ||
Business combination, consideration transferred | $ 150,000,000 | |
Number of shares exchanged | 83,660,878 | |
Stock Purchase Agreement [Member] | Gulf Energy [Member] | ||
Outstanding shares percentage | 61.00% | |
Share price | $ 10 | |
Number of shares exchanged | 184,800,000 | |
Debt exceeds | $ 47,200,000 | |
Contribution Agreement [Member] | SV3 Holdings, Pte Ltd [Member] | ||
Outstanding shares percentage | 27.30% | |
Business combination, ordinary shares | 136,500 | |
Share price | $ 10 | |
Outstanding stock | $ 68,250,000 | |
Shares Exchange Agreement [Member] | ||
Business combination, ordinary shares | 58,500 | |
Shares Exchange Agreement [Member] | Mubadarah Investments LLC and National Bank of Oman [Member] | ||
Percentage of shares acquired | 5.00% | |
Outstanding shares percentage | 11.70% | |
Business combination, consideration transferred | $ 29,200,000 | |
Business combination, ordinary shares | 58,500 | |
Forward Purchase Agreement [Member] | ||
Business combination, consideration transferred | $ 150,000,000 | |
Share price | $ 10 | |
Number of shares exchanged | 7,000,000 | |
Minimum withdrawn amount | $ 70,000,000 | |
Option to draw up an additional amount | $ 80,000,000 | |
Forward Purchase Agreement [Member] | Maximum [Member] | ||
Number of shares exchanged | 7,114,906 | |
Forward Purchase Agreement [Member] | ||
Share price | $ 11.244 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - $ / shares | 11 Months Ended | |
Dec. 31, 2017 | May 30, 2017 | |
Preferred stock, authorized | Unlimited | |
Preferred stock, no par value | ||
Preferred shares designated | ||
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, authorized | Unlimited | |
Common stock, no par value | ||
Common stock, voting rights | One vote for each share | |
Common stock, issued | 11,730,425 | |
Common stock, outstanding | 11,730,425 | |
Ordinary shares subject to possible redemption | 16,921,700 | |
Warrant [Member] | ||
Warrant term | 5 years | |
Warrant exercise price per share | $ 0.01 | $ 5.75 |
Description of warrant exercise price | The last sale price of the ordinary shares equals or exceeds $21.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders | |
Sale price of ordinary shares equals or exceeds | $ 21 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value On Recurring Basis (Details) - Fair Value, Inputs, Level 1 [Member] - Fair Value, Measurements, Recurring [Member] | Dec. 31, 2017USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets: Cash and marketable securities held in Trust Account | $ 230,554,024 |
Liabilities: Deferred underwriting fees | $ 9,022,229 |