Simplicity Esports and Gaming (WINR) 10-Q 16 Apr 18 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2018	Apr. 13, 2018
Document And Entity Information
Entity Registrant Name	I-AM CAPITAL ACQUISITION Co
Entity Central Index Key	1,708,410
Document Type	10-Q
Trading Symbol	IAMXU
Document Period End Date	Feb. 28, 2018
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,813,500
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

BALANCE SHEET (Unaudited)

BALANCE SHEET (Unaudited) - USD ($)	Feb. 28, 2018	May 31, 2017
Current Assets
Cash and cash equivalents	$ 483,867	$ 30,000
Deferred offering costs		25,000
Total Current Assets	483,867	55,000
Cash held in Trust Account	52,874,359
Total Assets	53,358,226	55,000
Current Liabilities
Loan payable - Related party	81,618	30,672
Accrued expenses	49,750
Income tax payable	2,145
Deferred legal fees	100,000
Total current liabilities	233,513	30,672
Deferred underwriting fees	1,820,000
Total Liabilities	2,053,513	30,672
Commitments
Common stock subject to possible redemption, $.0001 par value; 4,562,041 and -0- shares as of February 28, 2018 and May 31, 2017, respectively, at redemption value	46,304,712
Stockholders' equity
Preferred Stock - $0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding
Common Stock - $0.0001 par value; 20,000,000 shares authorized; 2,251,459 and 1,437,500 shares issued and outstanding (excluding 4,562,252 and -0- shares subject to possible redemption) as of February 28, 2018 and May 31,2017, respectively	225	144
Additional paid-in capital	4,996,283	24,856
Retained Earning	3,493	(672)
Total stockholders' equity	5,000,001	24,328
Total Liabilities and stockholders' equity	$ 53,358,226	$ 55,000

BALANCE SHEET (Unaudited) (Pare

BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares	Feb. 28, 2018	May 31, 2017
Statement of Financial Position [Abstract]
Temporary equity, redemption par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, redemption shares	4,562,041	0
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	20,000,000	20,000,000
Common stock, issued	2,251,459	1,437,500
Common stock, outstanding	2,251,459	1,437,500
Common stock, redemption shares	4,562,252	0

STATEMENT OF OPERATIONS (Unaudi

STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2018
Income Statement [Abstract]
Revenues
Operating expenses
General and administrative expenses	114,465	305,690
Loss from operations	(114,465)	(305,690)
Other income:
Interest income	158,712	312,000
Income before provision for taxes	44,247	6,310
Income tax provisions	15,044	2,145
Net income	$ 29,203	$ 4,165
Basic and diluted net loss per share (in dollars per share)	$ 0.01	$ 0
Weighted average number of common shares outstanding (in shares)	2,268,539	2,002,237

STATEMENT OF CASH FLOWS (Unaudi

STATEMENT OF CASH FLOWS (Unaudited)	9 Months Ended
	Feb. 28, 2018USD ($)
Cash Flows from Operating Activities:
Net income	$ 4,165
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in trust account	(94,359)
Changes in operating liabilities:
Accrued expenses	49,750
Income taxes payable	2,145
Net Cash used in Operating Activities	(38,299)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(52,780,000)
Net Cash used in Investing Activities	(52,780,000)
Cash flows from Financing Activities
Gross proceeds from sale of Units, net of commssions	50,860,100
Proceeds from sale of Private Units	2,615,000
Proceeds from note payable - related party, net	171,035
Repayment of note payable - related party, net	(120,089)
Payment of offering costs	(253,880)
Net Cash Provided by Financing Activities	53,272,166
Net increase in cash	453,867
Cash at beginning of period	30,000
Cash at end of period	483,867
Non-Cash investing and financing activities:
Deferred underwriting fees charged to additional paid in capital	1,820,000
Deferred legal fees charged to additional paid in capital	100,000
Issuance of common stock to underwriters charged to additional paid in capital	500,000
Initial classification of common stock subject to possible redemption	44,337,271
Change in value of common stock subject to possible redemption	1,967,441
Offering costs charged to additional paid in capital	$ 25,000

STATEMENT OF STOCKHOLDERS' EQUI

STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Feb. 28, 2018 - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at May. 31, 2017	$ 144	$ 24,856	$ (672)	$ 24,328
Beginning balance (in shares) at May. 31, 2017	1,437,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 5,200,000 Units, net of underwriting discount and offering expenses	$ 520	48,160,700		48,161,220
Sale of 5,200,000 Units, net of underwriting discount and offering expenses (in shares)	5,200,000
Sale of 261,500 Private Units	$ 26	2,614,974		2,615,000
Sale of 261,500 Private Units (in shares)	261,500
Issuance of shares to underwriter	$ 5	499,995		500,000
Issuance of shares to underwriter (in shares)	52,000
Common stock subject to redemption	$ (456)	(46,304,256)		(46,304,712)
Common stock subject to redemption (in shares)	(4,562,041)
Common stock forfeited by Sponsor	$ (14)	14
Common stock forfeited by Sponsor (in shares)	(137,500)
Net income			6,310	4,165
Ending balance at Feb. 28, 2018	$ 225	$ 4,994,138	$ 5,638	$ 5,000,001
Ending balance (in shares) at Feb. 28, 2018	2,251,459

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Feb. 28, 2018
Description Of Organization And Business Operations
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS I-AM Capital Acquisition Company (the “Company”), is a newly organized blank check company organized under the laws of the State of Delaware on April 17, 2017. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“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 with a connection to India. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is I-AM Capital Partners LLC (the “Sponsor”). The Company has selected May 31 as its fiscal year end. At February 28, 2018, the Company had not commenced any principal operations nor generated revenue to date. All activity for the period from April 17, 2017 (inception) through February 28, 2018 related to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds held in trust derived from the Initial Public Offering. Accordingly, the Company’s activities are subject to significant risks and uncertainties, including failing to consummate the Initial Business Combination. Organizational costs and administrative expenses that are not related to the Initial Public Offering and concurrent private placement are expensed as incurred. Financing The registration statement for the Company’s Initial Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on August 17, 2017. The Company intends to finance a Business Combination with the net proceeds from the sale of $50,000,000 of units in the Initial Public Offering (the “Public Units”) and the sale of $2,545,000 of units (the “Private Units” and, together with the Public Units, the “Units”) in the simultaneous private placement (the “Private Placement” as described in Note 3). Upon the closing of the Initial Public Offering and the Private Placement on August 22, 2017, $50,750,000 was deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as discussed below. Contained in the underwriting agreement for the Initial Public Offering is an over-allotment option allowing the underwriters to purchase from the Company up to an additional 750,000 Public Units (the “Over-Allotment Units”) and, in addition, the Company received a commitment from the Sponsor to purchase up to an additional 26,250 Private Units in order to maintain the amount of cash in the Trust Account equal to $10.15 per Public Unit sold in the Initial Public Offering. On September 13, 2017, the underwriters partially exercised their option and purchased 200,000 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $2,000,000. Also on September 13, 2017, simultaneously with the sale of the Over-Allotment Units, the Company consummated the sale of an additional 7,000 Placement Units (the “Over-Allotment Placement Units”), generating gross proceeds of $70,000. Trust Account The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its first Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes or up to a maximum of $600,000 of working capital expenses, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the initial Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the Public Units sold in the Initial Public Offering if the Company is unable to complete its initial Business Combination within 12 months (or 21 months if extended) from the closing of the Initial Public Offering (subject to the requirements of law). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although it initially intends to focus its efforts on businesses with a connection to India. Substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with a Target Business. As used herein, “Target Business” 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 (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will have until 12 months from the closing of the Initial Public Offering to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of up to 21 months to complete a Business Combination). Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account approximately $303,160 ($0.0583 per Unit), on or prior to the date of the applicable deadline, for each three month extension, up to an aggregate of approximately $910,000 if extended three times, or $0.1750 per Unit. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. In the event that interest in the trust is available for withdrawal for working capital purposes and has not been used to pay taxes or other working capital expenses, the Company may apply the accrued interest in the Trust Account or such withdrawn interest to the Sponsor’s obligation to loan the Company money in connection with an extension, and the amount that the Sponsor would be obligated to loan the Company in connection with such extension would be reduced by the amount of interest so applied. If the Company does not complete a Business Combination within this period of time (“Combination Period”), it shall, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit in the Initial Public Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and up to a maximum of $600,000 of working capital released to the Company, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by NASDAQ rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the public stockholders’ redemption rights, such shares of common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.15 per public common share, subject to increase of up to an additional $0.1750 per share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination, as described in more detail in the prospectus. The per-share amount to be distributed to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions paid to the underwriters. There will be no redemption rights upon the completion of the initial Business Combination with respect to the warrants. The initial stockholders have entered into letter agreements, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares (defined in Note 4), shares of common stock underlying the Private Units and the Public Units, and any additional shares they may acquire during or after the Initial Public Offering in connection with the completion of the Business Combination. Prior to acquiring any securities from the initial stockholders, permitted transferees must enter into a written agreement with the Company agreeing to be bound by the same restriction.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Feb. 28, 2018
Summary Of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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 10 of Regulation S-X of 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 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 financial statements should be read in conjunction with the Company’s final prospectus as filed with the SEC on August 17, 2017, as well as the Company’s Forms 8-K, as filed with the SEC on August 28, 2017 and September 13, 2017. The interim results for the three and nine months ended February 28, 2018 are not necessarily indicative of the results to be expected for the year ending May 31, 2018 or for any future interim periods. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement under the Securities Act of 1933, as amended (the “SecuritiesAct”), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s 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. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering”. Offering costs of approximately $3,728,000 consisting principally of underwriter discounts of $3,250,000 (including approximately $1,750,000 of which payment is deferred) and approximately $478,000 of professional, printing, filing, regulatory and other costs have been charged to additional paid in capital upon completion of the Initial Public Offering. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity Net income (loss) per share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Shares of common stock subject to possible redemption at February 28, 2018 have been excluded from the calculation of basic income (loss) per share and diluted loss per share for the nine and three months ended February 28, 2018 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 shares of common stock and (2) rights sold in the Initial Public Offering and Private Placement that convert into shares of common stock, in the calculation of diluted income (loss) per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet adopted accounting pronouncements, would have a material effect on the Company’s financial statements. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the balance sheet was available for issuance, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

INITIAL PUBLIC OFFERING AND PRI

INITIAL PUBLIC OFFERING AND PRIVATE PLACEMENT	9 Months Ended
	Feb. 28, 2018
Initial Public Offering And Private Placement
INITIAL PUBLIC OFFERING AND PRIVATE PLACEMENT	NOTE 3 — INITIAL PUBLIC OFFERING AND PRIVATE PLACEMENT Initial Public Offering On August 22, 2017, the Company sold 5,000,000 Public Units at a purchase price of $10.00 per Public Unit in the Initial Public Offering, generating gross proceeds of $50.0 million. The Company incurred offering costs of approximately $3.7 million, inclusive of approximately $3.2 million of underwriting fees. The Company paid $1 million of underwriting fees upon the closing of the Initial Public Offering, issued 50,000 shares of common stock for underwriting fees, and deferred $1.75 million of underwriting fees until the consummation of the initial Business Combination. Each Unit consists of one share of the Company’s common stock, one right to receive one-tenth of one share of the Company’s common stock upon consummation of the Company’s initial Business Combination (“Right”), and one redeemable warrant (“Warrant”). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable on the later of (i) 30 days after the completion of the initial Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company may redeem the Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $21.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If the Company calls the Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the Warrants. Each holder of a Right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination. No fractional shares will be issued upon exchange of the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 share of common stock underlying each right (without paying any additional consideration). There will be no redemption rights or liquidating distributions with respect to the Warrants and Rights, which will expire worthless if the Company fails to complete it Business Combination within the Combination Period. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Public Units to cover any over-allotment, at the initial public offering price less any underwriting discounts and commissions. On September 13, 2017 the underwriters purchased 200,000 additional Public Units for gross proceeds of $2,000,000 less commissions of 110,000, of which $70,000 are deferred. The Company issued Maxim Group LLC (“Maxim”), as compensation for the Initial Public Offering, 50,000 shares, at the closing of the Initial Public Offering, plus an additional 2,000 shares upon partial exercise of the over-allotment. The Company accounted for the fair value of these shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. Unit Purchase Option At the time of the closing of the Initial Public Offering, the Company sold to Maxim, for an aggregate of $100, an option (the “UPO”) to purchase 250,000 Units (which increased to 260,000 Units upon the partial exercise of the underwriters’ over-allotment option) (See Note 5). The Company has accounted for the fair value of the UPO, inclusive of the receipt of the $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimates that the fair value of this UPO is approximately $743,600 (or $2.86 per Unit) using the Black-Scholes option-pricing model. The fair value of the UPO is estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.73% and (3) expected life of five years. The UPO may be exercised for cash or on a “cashless” basis, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the appreciated value of the UPO (the difference between the exercise prices of the UPO and the underlying Warrants and Rights, and the market price of the Units and underlying shares of common stock) to exercise the UPO without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the UPO or the Warrants or Rights underlying the UPO. The holder of the UPO will not be entitled to exercise the UPO or the Warrants or Rights underlying the UPO unless a registration statement covering the securities underlying the UPO is effective or an exemption from registration is available. If the holder is unable to exercise the UPO or underlying Warrants or Rights, the UPO, Warrants or Rights, as applicable, will expire worthless. The Company granted the holders of the UPO, demand and “piggy back” registration rights for periods of five and seven years, respectively, from the effective date of the registration statement relating to the Initial Public Offering, including securities directly and indirectly issuable upon exercise of the UPO. Private Placement Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 254,500 Private Units at $10.00 per Private Unit, generated gross proceeds of $2,545,000 in a Private Placement. The proceeds from the Private Units was added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Units (including their component securities) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and the warrants included in the Private Units (the “Private Placement Warrants”) will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Public Units sold in the Initial Public Offering. Otherwise, the Private Placement Warrants and the Rights underlying the Private Units have terms and provisions that are identical to those of the Warrants and Rights, respectively, sold as part of the Public Units in the Initial Public Offering and have no net cash settlement provisions. The Sponsor committed to purchase from the Company up to an additional 26,250 Private Units if the underwriters’ over-allotment option was exercised in full. On September 13, 2017 the Sponsor purchased 7,000 additional Private Units for gross proceeds of $70,000 upon the partial exercise of the over-allotment option. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the Private Placement will be part of the liquidating distribution to the public stockholders and the Private Units and their component securities issued to the Sponsor will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Feb. 28, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On May 31, 2017, the Company issued 1,437,500 shares of the Company’s common stock to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. 137,500 Founder Shares were forfeited by the Sponsor upon the partial exercise of the underwriters’ over-allotment option. The Founder Shares are identical to the shares of common stock included in the Units and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares and the shares of common stock underlying the Private Units are subject to certain transfer restrictions, and (ii) the Sponsor has entered into a letter agreement, pursuant to which it has agreed (A) to waive its redemption rights with respect to the Founder Shares, and the shares of common stock underlying the Private Units and the Public Units in connection with the completion of a Business Combination and (B) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and the shares of common stock underlying the Private Units if the Company fails to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination). With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of one year after the completion of an initial Business Combination or earlier of (i) subsequent to the Company’s Business Combination, the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (ii) the date following the completion of an Initial Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Units In addition, the Sponsor purchased, pursuant to a written agreement, an aggregate of 254,500 Private Units at $10.00 per Private Unit for proceeds of $2,545,000 in the aggregate in the Private Placement. This purchase took place on a private placement basis simultaneously with the completion of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor committed to purchase from the Company up to an additional 26,250 Private Units if the underwriters’ over-allotment option was exercised in full. On September 13, 2017, 7,000 additional Private Units were purchased by the Sponsor at $10.00 per Private Unit upon the partial exercise of the over-allotment option. Administrative Service Fee The Company has agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. As of February 28, 2018, the Company has paid $70,000 which is presented as general and administrative expense on the accompanying statement of operations. Loan The Sponsor has loaned the Company $201,707 in the aggregate, to be used for a portion of the expenses of the Initial Public Offering and working capital purposes. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2017 or the closing of the Initial Public Offering. As of February 28, 2018, $120,089 of the Sponsor’s loan has been repaid. As of February 28, 2018 the balance of the sponsor loan is $81,618.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Feb. 28, 2018
Commitments And Contingencies
COMMITMENTS AND CONTINGENCIES	NOTE 5 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement the Company entered into with its initial stockholders and initial purchasers of the Private Units (and constituent securities) at the closing of the Initial Public Offering, the Company is required to register certain securities for sale under the Securities Act. These holders are entitled under the registration rights agreement to make up to three demands that the Company register certain of its securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by the Company. The Company will bear the costs and expenses of filing any such registration statements. Unit Purchase Option The Company sold to the underwriters (and/or their designees), for $100, an option to purchase up to a total of 250,000 Units (which increased to 260,000 Units upon the partial exercise of the underwriters’ over-allotment option), exercisable at $11.50 per Unit (or an aggregate exercise price of $2,990,000) upon the closing of the Initial Public Offering. The UPO may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement relating to the Initial Public Offering and the closing of the Company’s initial Business Combination, and terminating on the fifth anniversary of such effectiveness date. The Units issuable upon exercise of this UPO are identical to those offered in the Initial Public Offering, except that the exercise price of the warrants underlying the Units sold to the underwriters is $13.00 per share. Deferred Legal Fees The Company has committed to pay its attorneys a deferred legal fee of $100,000 upon the consummation of the Initial Business Combination relating to services performed in connection with the IPO. This amount has been accrued in the accompanying balance sheet.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Feb. 28, 2018
Stockholders' equity
STOCKHOLDERS' EQUITY	NOTE 6 — STOCKHOLDERS’ EQUITY Common Stock The Company is authorized to issue 20,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the shares of the Company’s common stock are entitled to one vote for each share. At February 28, 2018, there were 6,813,500 shares of common stock issued and outstanding, which reflects the 137,500 shares that were forfeited by the Sponsor due to the underwriters’ over-allotment option being exercised in part, and includes 4,562,252 shares of the Company’s common stock subject to possible redemption. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At February 28, 2018, there were no shares of preferred stock issued or outstanding.

TRUST ACCOUNT AND FAIR VALUE ME

TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS	9 Months Ended
	Feb. 28, 2018
Trust Account And Fair Value Measurements
TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS	NOTE 7 — TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS The Trust Account can be invested in U.S. government securities, within the meaning set forth in the Investment Company Act, having 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 Rule 2a-7 of the Investment Company Act. The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income taxes and up to $600,000 of interest to pay working capital expenses, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; and (ii) the redemption of 100% of the shares of common stock included in the Public Units sold in the Initial Public Offering if the Company is unable to complete its initial Business Combination within 12 months (or 21 months if extended) from the closing of the Initial Public Offering (subject to the requirements of law). 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 February 28, 2018 and May 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level February 28, May 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 52,874,359 $ —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Feb. 28, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 — SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transactions occurring through the date the balance sheet was available for issuance, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

SUMMARY OF SIGNIFICANT ACCOUN15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Feb. 28, 2018
Summary Of Significant Accounting Policies Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited 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 10 of Regulation S-X of 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 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 financial statements should be read in conjunction with the Company’s final prospectus as filed with the SEC on August 17, 2017, as well as the Company’s Forms 8-K, as filed with the SEC on August 28, 2017 and September 13, 2017. The interim results for the three and nine months ended February 28, 2018 are not necessarily indicative of the results to be expected for the year ending May 31, 2018 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement under the Securities Act of 1933, as amended (the “SecuritiesAct”), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s 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. Actual results could differ from those estimates.
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering”. Offering costs of approximately $3,728,000 consisting principally of underwriter discounts of $3,250,000 (including approximately $1,750,000 of which payment is deferred) and approximately $478,000 of professional, printing, filing, regulatory and other costs have been charged to additional paid in capital upon completion of the Initial Public Offering.
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity
Net income (loss) per share	Net income (loss) per share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Shares of common stock subject to possible redemption at February 28, 2018 have been excluded from the calculation of basic income (loss) per share and diluted loss per share for the nine and three months ended February 28, 2018 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 shares of common stock and (2) rights sold in the Initial Public Offering and Private Placement that convert into shares of common stock, in the calculation of diluted income (loss) per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet adopted accounting pronouncements, would have a material effect on the Company’s financial statements.
Subsequent Events	Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the balance sheet was available for issuance, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

TRUST ACCOUNT AND FAIR VALUE 16

TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Feb. 28, 2018
Trust Account And Fair Value Measurements Tables
Schedule of fair value measured of valuation	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at February 28, 2018 and May 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level February 28, May 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 52,874,359 $ —

DESCRIPTION OF ORGANIZATION A17

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)	Sep. 13, 2017	Aug. 22, 2017	Feb. 28, 2018	May 31, 2017
Proceeds from sale of Units, net of underwriting discounts paid			$ 50,000,000
Proceeds from sale of Private Units			2,615,000
Cash held in Trust Account			$ 52,874,359
Number of shares purchased			750,000
Withdrawal of interest to pay working capital expenses			$ 600,000
Net tangible assets			$ 5,000,001
Description of restated certificate of incorporation			(i) the completion of the initial Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the Public Units sold in the Initial Public Offering if the Company is unable to complete its initial Business Combination within 12 months (or 21 months if extended) from the closing of the Initial Public Offering (subject to the requirements of law).
Over-Allotment Option [Member]
Number of shares purchased	200,000		26,250
Sale of stock, price per share (in dollars per share)	$ 10
Minimum deposits in trust account			$ 303,160
Exercise price, per unit (in dollars per share)			$ 0.0583
Proceeds from sale of equity	$ 2,000,000
Over-Allotment Option [Member] | Extension One [Member]
Minimum deposits in trust account			$ 910,000
Exercise price, per unit (in dollars per share)			$ 0.1750
Initial Public Offering [Member]
Proceeds from sale of Units, net of underwriting discounts paid		$ 50,000,000
Number of shares purchased		5,000,000
Sale of stock, price per share (in dollars per share)		$ 10	$ 10.15
Minimum deposits in trust account			$ 303,160
Exercise price, per unit (in dollars per share)			$ 0.0583
Initial Public Offering [Member] | Extension One [Member]
Minimum deposits in trust account			$ 910,000
Exercise price, per unit (in dollars per share)			$ 0.1750
Private Placement [Member]
Number of shares purchased	7,000
Sale of stock, price per share (in dollars per share)			$ 10
Proceeds from sale of equity	$ 70,000

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2018	May 31, 2017
Summary Of Significant Accounting Policies Details Narrative
Federal depository insurance coverage	$ 250,000
Offering costs	3,728,000
Underwriter discounts	3,250,000
Deferred offering costs	1,820,000
Initial public offering costs	$ 478,000
Common stock subject to possible redemption	4,562,041	0

INITIAL PUBLIC OFFERING AND P19

INITIAL PUBLIC OFFERING AND PRIVATE PLACEMENT (Details Narrative) - USD ($)	Sep. 13, 2017	Aug. 22, 2017	Feb. 28, 2018	May 31, 2017
Number of shares purchased			750,000
Proceeds from sale of Units, net of underwriting discounts paid			$ 50,000,000
Offering costs			3,728,000
Underwriter discounts			3,250,000
Deferred underwriting fees			1,820,000
Amount of estimated fair value			$ 743,600
Expected life			5 years
Proceeds from sale of private units			$ 2,615,000
Common Stock [Member]
Number of shares purchased			254,500
Shares purchase price, per share (in dollars per share)			$ 12
Issuance of shares to underwriter (in shares)			52,000
Initial Public Offering [Member]
Number of shares purchased		5,000,000
Shares purchase price, per share (in dollars per share)		$ 10	$ 10.15
Proceeds from sale of Units, net of underwriting discounts paid		$ 50,000,000
Underwriter discounts			$ 1,000,000
Issuance of shares to underwriter (in shares)			50,000
Exercisable price (in dollars per share)		$ 11.50	$ 11.50
Exercise price of warrants (in dollars per share)		0.01	$ 13
Sale price (in dollars per share)		$ 21
Number of shares exercised			57,500
Units sold, value			$ 100
Number of shares issued under purchase option			250,000
Initial Public Offering [Member] | Maxim Group LLC [Member]
Issuance of shares to underwriter (in shares)			50,000
Number of shares exercised			2,000
Over-Allotment Option [Member]
Number of shares purchased	200,000		26,250
Shares purchase price, per share (in dollars per share)	$ 10
Issuance of shares to underwriter (in shares)	110,000
Deferred underwriting fees	$ 70,000
Number of shares issued under purchase option			260,000
Description of warrant rights	Each Unit consists of one share of the Company’s common stock, one right to receive one-tenth of one share of the Company’s common stock upon consummation of the Company’s initial Business Combination (“Right”), and one redeemable warrant (“Warrant”). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable on the later of (i) 30 days after the completion of the initial Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
Proceeds from sale of equity	$ 2,000,000
Private Placement [Member]
Number of shares purchased	7,000
Shares purchase price, per share (in dollars per share)			$ 10
Proceeds from sale of equity	$ 70,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Sep. 13, 2017	Feb. 28, 2018	May 31, 2017
Number of shares purchased		750,000
Proceeds from sale of Private Units		$ 2,615,000
Montly fees for office space, utilities and secretarial and administrative support		10,000
general and administrative expense		70,000
Amount of loan for Initial Public Offering and working capital purposes		201,707
Loan payable - Related party		81,618	$ 30,672
Repayment of loan		$ 120,089
Over-Allotment Option [Member]
Number of shares forfeiture		137,500
Sale of stock, price per share (in dollars per share)	$ 10
Number of shares purchased	200,000	26,250
Private Placement [Member]
Sale of stock, price per share (in dollars per share)		$ 10
Number of shares purchased	7,000
Common Stock [Member]
Shares issued		2,251,459	1,437,500
Stock issued for capital contribution			$ 25,000
Sale of stock, price per share (in dollars per share)		$ 12
Number of shares purchased		254,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2018	Aug. 22, 2017	May 31, 2017
Deferred legal fees	$ 100,000
Initial Public Offering [Member]
Units sold, value	$ 100
Number of shares issued under purchase option	250,000
Aggregate exercise price of unit sold to underwriters	$ 260,000
Exercisable price (in dollars per share)	$ 11.50	$ 11.50
Exercise price of warrants (in dollars per share)	$ 13	$ 0.01
Over-Allotment Option [Member]
Number of shares issued under purchase option	260,000
Aggregate exercise price of unit sold to underwriters	$ 2,990,000

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	9 Months Ended
	Feb. 28, 2018	Apr. 13, 2018	May 31, 2017
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Common stock, authorized	20,000,000		20,000,000
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common stock holders rights	one vote for each share.
Common stock, issued	2,251,459		1,437,500
Common stock, outstanding	2,251,459		1,437,500
Common stock subject to possible redemption	4,562,041		0
Preferred stock, authorized	1,000,000		1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, issued	0		0
Preferred stock, outstanding	0		0
Entity Common Stock, Shares Outstanding		6,813,500
Common Stock Subject to Possible Redemption [Member]
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Common stock subject to possible redemption	4,562,252
Over-Allotment Option [Member]
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Number of shares forfeiture	137,500

TRUST ACCOUNT AND FAIR VALUE 23

TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS (Details) - USD ($)	Feb. 28, 2018	May 31, 2017
Assets:
Cash and marketable securities held in Trust Account	$ 52,874,359
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 52,874,359

TRUST ACCOUNT AND FAIR VALUE 24

TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS (Details Narrative)	9 Months Ended
	Feb. 28, 2018USD ($)
Trust Account And Fair Value Measurements Details Narrative
Interest to pay working capital expenses	$ 600,000