Kaleyra 10-Q 9 May 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Mar. 31, 2018shares
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Entity Registrant Name	GIGCAPITAL, INC.
Entity Central Index Key	1,719,489
Current Fiscal Year End Date	--09-30
Entity Filer Category	Non-accelerated Filer
Trading Symbol	GIG.U
Entity Common Stock, Shares Outstanding	18,467,006

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Mar. 31, 2018USD ($)
Current assets
Cash	$ 1,150,642
Receivable from related party	93,098
Prepaid expenses	144,789
Total current assets	1,388,529
Cash and marketable securities held in Trust Account	144,304,326
TOTAL ASSETS	145,692,855
Current liabilities
Accounts payable	139,474
Other current liabilities	171,827
Total current liabilities	311,301
Commitments and contingencies (Note 5)
Common stock subject to possible redemption, 14,363,361 shares at a redemption value of $10.00 per share	140,381,552
Stockholders’ equity
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 4,103,645 shares issued and outstanding (excluding 14,363,361 shares subject to possible redemption)	410
Additional paid-in capital	5,123,540
Accumulated deficit	(123,948)
Total stockholders’ equity	5,000,002
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 145,692,855

Condensed Balance Sheet (Unaud3

Condensed Balance Sheet (Unaudited) (Parenthetical)	Mar. 31, 2018$ / sharesshares
Statement Of Financial Position [Abstract]
Temporary equity, shares subscribed but unissued	14,363,361
Temporary equity, shares subscribed but unissued, par value | $ / shares	$ 10
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	4,103,645
Common stock, shares outstanding	4,103,645

Condensed Statement of Operatio

Condensed Statement of Operations (unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2018
Income Statement [Abstract]
General and administrative expenses	$ 312,722	$ 494,847
Loss from operations	(312,722)	(494,847)
Other income
Interest income on marketable securities held in Trust Account	506,542	554,326
Income before provision for income taxes	193,820	59,479
Provision for income taxes	(171,840)	(183,427)
Net income (loss)	$ 21,980	$ (123,948)
Weighted-average common shares outstanding, basic and diluted	4,038,843	4,050,318
Net loss per share common share, basic and diluted (Note 2)	$ (0.06)	$ (0.10)

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Operating Activities
Net loss	$ 21,980	$ (123,948)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(554,326)
Change in operating assets and liabilities:
Receivable from related party		(93,098)
Prepaid expenses		(144,789)
Accounts payable		54,474
Other current liabilities		171,827
Net cash used in operating activities		(689,860)
Investing Activities
Investment of cash in Trust Account, net		(143,750,000)
Net cash used in investing activities		(143,750,000)
Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid		141,162,440
Proceeds from sale of Private Placement Units		4,982,560
Proceeds from the sale of Founder Shares		25,000
Promissory notes from related parties		50,536
Repayment of promissory notes from related parties		(50,536)
Payment of deferred offering costs		(579,498)
Net cash provided by financing activities		145,590,502
Net change in cash and cash equivalents		1,150,642
Cash and cash equivalents, beginning of period	$ 1,150,642
Cash and cash equivalents, end of period		$ 1,150,642

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Mar. 31, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital, Inc. (the “Company”) was incorporated in Delaware on October 9, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of March 31, 2018, the Company had not yet commenced any operations. All activity for the period from October 9, 2017 (date of inception) through March 31, 2018 relates to the Company’s formation and the initial public offering (the “Offering”), which is described below (Note 3), and identifying a target Business Combination. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Offering. The Company has selected September 30 as its fiscal year end. On December 7, 2017, the initial registration statement on Form S-1, as amended, filed in connection with the Offering was declared effective. On December 8, 2017, a subsequent registration statement on Form S-1 filed by the Company pursuant to Section 462(b) of the Securities Act, and also in connection with the Offering, was declared effective. The Company entered into an underwriting agreement on December 7, 2017 to conduct the Offering, the initial closing of which was consummated on December 12, 2017 with the delivery of 12,500,000 units (the “Units”). The Units sold in the initial closing of the Offering consisted of the securities described in Note 3. The initial closing of the Offering generated gross proceeds of $125,000,000. Simultaneously with the initial closing of the Offering, the Company consummated the initial closing of a private placement sale (the “Private Placement”) of 489,500 units (the “Private Placement Units”), at a price of $10.00 per unit, to the Company’s sponsor, GigAcquisitions, LLC, a Delaware limited liability company (the “Sponsor”) and three additional investors (together with the Sponsor, the “Founders”). The Private Placement Units consisted of the securities described in Note 4. The initial closing of the Private Placement generated gross proceeds of $4,895,000. Following the initial closing of the Offering, net proceeds in the amount of $122,500,000 from the sale of the Units and proceeds in the amount of $2,500,000 from the sale of Private Placement Units, for a total of $125,000,000, were placed in a trust account (“Trust Account”) which is described further below. On January 9, 2018, in connection with the underwriters’ exercise in full of their option to purchase an additional 1,875,000 additional Units solely to cover over-allotments, if any (the “over-allotment option”), the Company consummated the sale of an additional 1,875,000 Units at $10.00 per unit. The Units sold in the second closing of the Offering also consisted of the securities described in Note 3. The second closing of the Offering generated gross proceeds of $18,750,000. Simultaneously with the closing of the sale of the additional Units, the Company consummated a second closing of the Private Placement, resulting in the sale of an additional 8,756 Private Placement Units at $10.00 per unit to the Founders. The second closing of the Private Placement Units also consisted of the securities described in Note 4. The second closing of the Private Placement generated gross proceeds of $87,560. Following the second closing of the Offering, net proceeds in the amount of $18,662,440 and proceeds in the amount of $87,560 from the second closing of the Private Placement, for a total of $18,750,000, were placed in the Trust Account. Transaction costs amounted to $3,252,058, consisting of $2,587,560 of underwriting fees and $664,498 of the Offering costs. The Company’s remaining cash after payment of the Offering costs will be held outside of the Trust Account for working capital purposes. The Trust Account The funds in the Trust Account have been 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 the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets 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, 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; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 15 months (or 18 months as described below) from the closing of the Offering on December 12, 2017 (subject to the requirements of law); or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 15 months (or 18 months as described below) from the closing of the Offering on December 12, 2017. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) 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 taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. 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, or (ii) provide stockholders with the opportunity to have their shares redeemed by 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 allow stockholders to redeem 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 New York Stock Exchange 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 a 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. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its 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. As a result, such shares of common stock have been recorded at their redemption amount and classified as temporary equity. The amount held in the Trust Account as of March 31, 2018 was $144,304,326, which represents cash and short-term investments of $143,750,000 from the sale of 14,375,000 Units at $10.00 per unit and $554,326 of interest income earned on these holdings. The Company will have 15 months from December 12, 2017, the closing date of the Offering, to complete its initial Business Combination, or up to 18 months if the Company extends the period of time to consummate a Business Combination by depositing into the Trust Account funds equal to one percent (1%) of the gross proceeds of the Offering (including such proceeds from the exercise of the underwriters’ over-allotment option) in exchange for a noninterest bearing, unsecured promissory note. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founders and the Company’s executive officers and directors have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to any shares of the Company’s common stock held by them, including the Founder Shares (as defined in Note 4) and the shares of common stock included in the Private Placement Units; however, to the extent that any of such parties acquired public shares in the Offering, or to the extent that any of such parties acquire public shares in private transactions subsequent to the final closing of the Offering, they will be entitled to a pro rata share of the Trust Account in respect of such public shares upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. 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 Unit.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2018, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's final prospectus dated December 7, 2017, as well as the Company's current reports on Form 8-K filed with the SEC on December 12, 2017 and December 18, 2017, respectively. The interim results for the period from October 9, 2017 (date of inception) through March 31, 2018 are not necessarily indicative of the results to be expected for the year ending September 30, 2018 or for any future interim periods. Emerging Growth Company 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 an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised accounting standard at the time private companies adopt the new or revised standard. Use of Estimates The preparation of financial statements in conformity with GAAP 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. 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 federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of March 31, 2018, the assets held in the Trust Account consisted of U.S. Treasury Bills and cash. Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2018, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. Offering Costs Offering costs in the amount of $3,252,058 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ equity upon the completion of the Offering. Stock-based Compensation For restricted stock awards granted to employees and directors of the Company, the related stock-based compensation will be based on the fair value of the common stock on the grant date. For restricted stock awards granted to non-employees of the Company, the related stock-based compensation will be based on the fair value of the common stock on the date the shares vest, or are no longer subject to forfeiture upon an even that is not probable to occur. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of March 31, 2018, have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Offering and Private Placement to purchase an aggregate of 11,154,942 shares of common stock since the exercise of the warrants is contingent upon future events, (2) rights sold in the Offering and Private Placement that convert into 1,487,326 shares of common stock since the conversion of the rights is contingent upon future events and (3) the 65,000 shares of common stock underlying restricted stock awards that are still subject to forfeiture as of March 31, 2018. Since the Company was in an adjusted net loss position during the periods presented within, diluted net loss per common share is the same as basic net loss per common share for the periods. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net income (loss) is adjusted to remove net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended March 31, Period from October 9, 2017 (Date of Inception) through March 31, 2018 2018 Net income (loss) $ 21,980 $ (123,948 ) Less: net income attributable to common stock subject to redemption (260,326 ) (288,480 ) Adjusted net loss $ (238,346 ) $ (412,428 ) Weighted-average common shares outstanding, basic and diluted 4,038,843 4,050,318 Net loss per share common share, basic and diluted $ (0.06 ) $ (0.10 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company 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. There were no unrecognized tax benefits as of March 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2018. 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 is subject to income tax examinations by major taxing authorities since inception. The U.S. Tax Cuts and Jobs Act ("Tax Act") was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective January 1, 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments. Since the Company is a fiscal taxpayer, the Company is subject to a blended rate of 24.25% for fiscal year ending 2018. The Company does not anticipate any other material impacts as a result of the Tax Act . Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Offering

Offering	6 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Offering	3. OFFERING On December 12, 2017, the Company completed the initial closing of the Offering whereby the Company sold 12,500,000 Units at a price of $10.00 per Unit. On January 9, 2018, the Company completed the second closing of the Offering with the exercise of the over-allotment option with the consummation of the sale of an additional 1,875,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, three-fourths (3/4) of one warrant to purchase one share of common stock (the “Warrants”), and one right to receive one-tenth (1/10) of one share of common stock upon consummation of the Business Combination (the “Rights”). Warrants will only be exercisable for whole shares at $11.50 per share. On January 16, 2018, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on January 17, 2018. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “GIG.U”. Any underlying shares of common stock, warrants and rights that are separated will trade on the New York Stock Exchange under the symbols “GIG,” “GIG WS” and “GIG RT,” respectively.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	4. RELATED PARTY TRANSACTIONS Founder Shares During the period from October 9, 2017 (date of inception) to December 12, 2017, the Founders purchased 4,267,500 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.005858 per share. In November and December 2017, the Company canceled 738,750 Founders Shares for no consideration. As a result, there are 3,528,750 Founder Shares outstanding as of March 31, 2018. The Founder Shares are identical to the common stock included in the Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Founders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (i) one year after the completion of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the last sale price of the Company’s 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 the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement The Founders purchased from the Company an aggregate of 489,500 units at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the initial closing of the Offering. The Founders also purchased from the Company an aggregate of 8,756 private placement units in a private placement that occurred simultaneously with the completion of the second closing of the Offering with the exercise of the over-allotment option. Each Private Placement Unit consists of one share of the Company’s common stock, $0.0001 par value, three-fourths (3⁄4) of a Warrant, and one right to receive one-tenth (1/10) of a share of common stock upon the consummation of the initial Business Combination. Warrants will only be exercisable for whole shares at $11.50 per share. Unlike the Warrants included in the Units sold in the Offering, if held by the original holder or its permitted transferees, the warrants included in the Placement Units are not redeemable by the Company and subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination. If the warrants included in the Private Placement Units are held by holders other than the initial holders or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by holders on the same basis as the Warrants included in the Offering (see above). If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Administrative Services Agreement The Company agreed to pay $20,000 a month for office space, administrative services and secretarial support to the Sponsor. Services commenced on December 8, 2017, the date the securities were first listed on the New York Stock Exchange and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. Related Party Loans The Company entered into a promissory note agreement with the Sponsor, whereby the Sponsor agreed to loan the Company up to an aggregate amount not to exceed $55,000 (“Promissory Notes”) to be used for the payment of expenses related to the Offering. The Promissory Notes were non-interest bearing, unsecured and were due on the earlier of (i) December 31, 2017 or (ii) December 12, 2017, the date on which the Company completed the Offering. The Promissory Notes were repaid in December 2017.

Commitment and Contingencies

Commitment and Contingencies	6 Months Ended
	Mar. 31, 2018
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. COMMITMENTS AND CONTINGENCIES Registration Rights The Company’s initial stockholders are entitled to registration rights pursuant to a registration rights agreement signed on December 7, 2017. The Company’s initial stockholders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover any over-allotments, at the initial public offering price less deferred The Company paid an underwriting discount of $0.20 per Unit offering price (or approximately $0.0467 per unit for each Unit sold pursuant to the underwriters’ over-allotment option). Business Combination Marketing Agreement The Company engaged Cowen and Company, LLC and Chardan Capital Markets, LLC (collectively, the “Advisors”) as advisors in connection with the Business Combination pursuant to a business combination marketing agreement. Pursuant to that agreement, the Company will pay the Advisors a cash fee for such services upon the consummation of the Business Combination in an amount equal to, in the aggregate, (i) 3.5% of the gross proceeds of the Offering, excluding any proceeds from the full or partial exercise of the over-allotment option, plus (ii) 5.033333% of the gross proceeds of the Offering, if any, from the full or partial exercise of the over-allotment option (in each case, exclusive of any applicable finders’ fees which might become payable).

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Mar. 31, 2018
Stockholders Equity Note [Abstract]
Stockholders' Equity	6 . STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of March 31, 2018, there were 4,103,645 shares of common stock issued and outstanding and not subject to possible redemption (of which there are 14,363,361 such shares). Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of March 31, 2018, there were no shares of preferred stock issued and outstanding. Warrants Warrants will only be exercisable for whole shares at $11.50 per share. As a result, at least four Units must be purchased in order for each holder to receive shares of common stock for all of the Warrants acquired upon their exercise. Under the terms of the Warrant agreement dated December 12, 2017, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants included in the Units. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the Warrant holder. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 15-month period (or 18-month period as described above) allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants (excluding the warrants sold in the Private Placement Units as discussed in Note 4) become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. Rights Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion 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 Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive one-tenth (1/10) of one share underlying each right (without paying additional consideration) upon completion of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination on or prior to the 15-month period (or 18-month period as described above) allotted to complete the Business Combination Stock-based Compensation Included in the outstanding shares of common stock are 60,000 shares issued in consideration of future services to the Company’s independent directors. These shares are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. If a Business Combination occurs and these shares have not been previously forfeited, the grant date fair value of these shares in the amount of approximately $162,600 will be recognized as stock-based compensation when the completion of the Business Combination becomes probable. Also included in the outstanding shares of common stock are 5,000 shares issued in consideration of future services to the Company’s chief financial officer, who is a non-employee consultant. These shares are subject to forfeiture if the individual resigns or is terminated for cause prior to the completion of the Business Combination. If a Business Combination occurs and these shares have not been previously forfeited, the fair value of these shares at that time will be recognized as stock-based compensation when the completion of the Business Combination becomes probable.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. FAIR VALUE MEASUREMENTS 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 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, 2018 Assets: Cash and marketable securities held in Trust Account 1 $ 144,304,326

Summary of Significant Accoun13

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2018, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's final prospectus dated December 7, 2017, as well as the Company's current reports on Form 8-K filed with the SEC on December 12, 2017 and December 18, 2017, respectively. The interim results for the period from October 9, 2017 (date of inception) through March 31, 2018 are not necessarily indicative of the results to be expected for the year ending September 30, 2018 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company 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 an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP 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.
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 federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash	Cash The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account As of March 31, 2018, the assets held in the Trust Account consisted of U.S. Treasury Bills and cash.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2018, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature.
Offering Costs	Offering Costs Offering costs in the amount of $3,252,058 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ equity upon the completion of the Offering.
Stock-based Compensation	Stock-based Compensation For restricted stock awards granted to employees and directors of the Company, the related stock-based compensation will be based on the fair value of the common stock on the grant date. For restricted stock awards granted to non-employees of the Company, the related stock-based compensation will be based on the fair value of the common stock on the date the shares vest, or are no longer subject to forfeiture upon an even that is not probable to occur. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of March 31, 2018, have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Offering and Private Placement to purchase an aggregate of 11,154,942 shares of common stock since the exercise of the warrants is contingent upon future events, (2) rights sold in the Offering and Private Placement that convert into 1,487,326 shares of common stock since the conversion of the rights is contingent upon future events and (3) the 65,000 shares of common stock underlying restricted stock awards that are still subject to forfeiture as of March 31, 2018. Since the Company was in an adjusted net loss position during the periods presented within, diluted net loss per common share is the same as basic net loss per common share for the periods. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net income (loss) is adjusted to remove net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended March 31, Period from October 9, 2017 (Date of Inception) through March 31, 2018 2018 Net income (loss) $ 21,980 $ (123,948 ) Less: net income attributable to common stock subject to redemption (260,326 ) (288,480 ) Adjusted net loss $ (238,346 ) $ (412,428 ) Weighted-average common shares outstanding, basic and diluted 4,038,843 4,050,318 Net loss per share common share, basic and diluted $ (0.06 ) $ (0.10 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company 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. There were no unrecognized tax benefits as of March 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2018. 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 is subject to income tax examinations by major taxing authorities since inception. The U.S. Tax Cuts and Jobs Act ("Tax Act") was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective January 1, 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments. Since the Company is a fiscal taxpayer, the Company is subject to a blended rate of 24.25% for fiscal year ending 2018. The Company does not anticipate any other material impacts as a result of the Tax Act .
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Net Loss per Common Share, Basic and Diluted	Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended March 31, Period from October 9, 2017 (Date of Inception) through March 31, 2018 2018 Net income (loss) $ 21,980 $ (123,948 ) Less: net income attributable to common stock subject to redemption (260,326 ) (288,480 ) Adjusted net loss $ (238,346 ) $ (412,428 ) Weighted-average common shares outstanding, basic and diluted 4,038,843 4,050,318 Net loss per share common share, basic and diluted $ (0.06 ) $ (0.10 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Summary of Assets Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, 2018 Assets: Cash and marketable securities held in Trust Account 1 $ 144,304,326

Description of Organization a16

Description of Organization and Business Operations - Additional Information (Details) - USD ($)	Jan. 09, 2018	Dec. 12, 2017	Dec. 31, 2017	Mar. 31, 2018
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Date of incorporation				Oct. 9, 2017
Sale of units in initial public offering				14,375,000
Sale of stock price per unit		$ 10		$ 10
Proceeds from sale of Units, net of underwriting discounts paid			$ 141,162,440
Proceeds from sale of Private Placement Units			4,982,560
Net proceeds from sale of units		$ 125,000,000	25,000
Transaction costs	$ 3,252,058		$ 579,498
Underwriting fees	2,587,560
Payment of offering costs	664,498
Decommissioning trust assets description				(i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 15 months (or 18 months as described below) from the closing of the Offering on December 12, 2017 (subject to the requirements of law); or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 15 months (or 18 months as described below) from the closing of the Offering on December 12, 2017.
Common stock redemption percentage				100.00%
Public shares redemption percentage				100.00%
Minimum percentage of fair market value of business acquisition to trust account balance				80.00%
Number of days to deposit amount in trust account				2 days
Minimum net tangible assets				$ 5,000,001
Business combination, description				(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, or (ii) provide stockholders with the opportunity to have their shares redeemed by 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 allow stockholders to redeem 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 New York Stock Exchange 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 a 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.
Amount held in the trust account				$ 144,304,326
Cash and short-term investments				143,750,000
Interest income earned				$ 554,326
Percentage of gross proceeds of offering depositing into trust account				1.00%
Period from closing of public offering to complete business combination				15 months
Maximum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Extended period to consummate business combination				18 months
Net interest to pay dissolution expenses				$ 100,000
Second Closing of Offering
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Net proceeds from sale of units	18,750,000
Initial Public Offering
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering		12,500,000
Gross proceeds from issuance of initial public offering		$ 125,000,000
Proceeds from sale of Units, net of underwriting discounts paid		$ 122,500,000
Initial Public Offering | Second Closing of Offering
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of Units, net of underwriting discounts paid	$ 18,662,440
Private Placement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering		489,500
Sale of stock price per unit		$ 10
Gross proceeds from issuance of units in initial private placement		$ 4,895,000
Proceeds from sale of Private Placement Units		$ 2,500,000
Private Placement | Second Closing of Offering
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10
Gross proceeds from issuance of units in initial private placement	$ 87,560
Number of additional units purchased by underwriters	8,756
Over-Allotment Option
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10
Number of additional units purchased by underwriters	1,875,000
Over-Allotment Option | Second Closing of Offering
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10
Number of additional units purchased by underwriters	1,875,000
Gross proceeds from issuance of units in over-allotment option	$ 18,750,000

Summary of Significant Accoun17

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Mar. 31, 2018	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2018	Sep. 30, 2018
Schedule Of Significant Accounting Policies [Line Items]
Offering costs charged to stockholders' equity upon completion of offering				$ 3,252,058
Number of shares of common stock underlying restricted stock award subject to forfeiture	65,000
Unrecognized tax benefits	$ 0	$ 0		0
Amount accrued for payment of interest and penalties	0	$ 0		0
U.S. Statutory tax rate		21.00%	35.00%
Scenario Plan
Schedule Of Significant Accounting Policies [Line Items]
U.S. Statutory tax rate					24.25%
Offering and Private Placement | Warrants
Schedule Of Significant Accounting Policies [Line Items]
Warrants sold to purchase common stock	$ 11,154,942	$ 11,154,942		$ 11,154,942
Offering and Private Placement | Rights
Schedule Of Significant Accounting Policies [Line Items]
Rights sold for conversion into common stock	1,487,326

Summary of Significant Accoun18

Summary of Significant Accounting Policies - Net Loss per Common Share, Basic and Diluted (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2018
Earnings Per Share [Abstract]
Net loss	$ 21,980	$ (123,948)	$ (123,948)
Less: net income attributable to common stock subject to redemption	(260,326)		(288,480)
Adjusted net loss	$ (238,346)		$ (412,428)
Weighted-average common shares outstanding, basic and diluted	4,038,843		4,050,318
Net loss per share common share, basic and diluted	$ (0.06)		$ (0.10)

Offering - Additional Informati

Offering - Additional Information (Details) - $ / shares	Jan. 09, 2018	Dec. 12, 2017	Mar. 31, 2018
Class Of Stock [Line Items]
Units sold in offering		12,500,000
Sale of stock price per unit		$ 10	$ 10
Number of shares of common stock per unit		1
Common stock, par value		$ 0.0001	$ 0.0001
Second Closing of Offering
Class Of Stock [Line Items]
Units sold in offering	1,875,000
Sale of stock price per unit	$ 10
Rights
Class Of Stock [Line Items]
Number of shares of common stock each holder receive		0.10
Warrants
Class Of Stock [Line Items]
Number of shares of common stock each holder receive		0.75	4
Exercise price of warrants		$ 11.50	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Dec. 12, 2017	Dec. 08, 2017	Dec. 31, 2017	Nov. 30, 2017	Dec. 12, 2017	Dec. 31, 2017	Mar. 31, 2018
Related Party Transaction [Line Items]
Units sold in offering	12,500,000
Sale of stock price per unit	$ 10				$ 10		$ 10
Number of shares of common stock per unit	1				1
Common stock, par value	$ 0.0001				$ 0.0001		$ 0.0001
Rights
Related Party Transaction [Line Items]
Number of shares of common stock each holder receive	0.10				0.10
Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued	489,500				489,500
Sale of stock price per unit	$ 10				$ 10
Number of shares of common stock per unit	1				1
Common stock, par value	$ 0.0001				$ 0.0001
Exercise price of warrants	$ 11.50				$ 11.50
Private Placement | Rights
Related Party Transaction [Line Items]
Number of shares of common stock each holder receive	0.10				0.10
Common Stock
Related Party Transaction [Line Items]
Number of shares of common stock each holder receive							0.10
Second Closing of Offering | Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued	8,756
Warrants
Related Party Transaction [Line Items]
Number of shares of common stock each holder receive	0.75				0.75		4
Exercise price of warrants	$ 11.50				$ 11.50		$ 11.50
Warrants | Private Placement
Related Party Transaction [Line Items]
Number of shares of common stock each holder receive	0.75				0.75
Founder Shares
Related Party Transaction [Line Items]
Units sold in offering					4,267,500
Proceeds from issuance of common stock					$ 25,000
Share price per share	$ 0.005858				$ 0.005858
Canceled shares for no consideration			738,750	738,750
Shares outstanding			3,528,750			3,528,750
Holding period of shares for completion of initial business combination						1 year
Number of trading period for transfer of shares						20 days
Number of consecutive trading period for transfer of shares						30 days
Founder Shares | Minimum [Member]
Related Party Transaction [Line Items]
Period after initial business combination to allow transfer of shares						150 days
Founder Shares | Common Stock
Related Party Transaction [Line Items]
Stock price threshold that allows transfer of shares						$ 12
Sponsor
Related Party Transaction [Line Items]
Repayment of promissory notes						2017-12
Sponsor | Administrative Support Agreement
Related Party Transaction [Line Items]
Payment for office space as service fees		$ 20,000
Sponsor | Maximum
Related Party Transaction [Line Items]
Promissory notes to related party			$ 55,000			$ 55,000

Commitments and Contingencies -

Commitments and Contingencies -Additional information (Details) - $ / shares	Jan. 09, 2018	Mar. 31, 2018	Dec. 12, 2017
Commitments And Contingencies [Line Items]
Underwriters option period		45 days
Sale price per unit		$ 10	$ 10
Paid an underwriting discount	$ 0.20
Business combination marketing agreement, advisors fee percentage description		Pursuant to that agreement, the Company will pay the Advisors a cash fee for such services upon the consummation of the Business Combination in an amount equal to, in the aggregate, (i) 3.5% of the gross proceeds of the Offering, excluding any proceeds from the full or partial exercise of the over-allotment option, plus (ii) 5.033333% of the gross proceeds of the Offering, if any, from the full or partial exercise of the over-allotment option (in each case, exclusive of any applicable finders’ fees which might become payable).
Advisors fee on gross proceeds of offering excluding over-allotment option percentage		3.50%
Advisors fee on gross proceeds of offering including over-allotment option percentage		5.03333%
Over-Allotment Option
Commitments And Contingencies [Line Items]
Number of additional shares granted		1,875,000
Number of additional units purchased by underwriters	1,875,000
Sale price per unit	$ 10
Paid an underwriting discount	$ 0.0467

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($)	6 Months Ended
	Mar. 31, 2018	Dec. 12, 2017
Class Of Stock [Line Items]
Common stock, shares authorized	100,000,000
Common stock, shares issued	4,103,645
Common stock, shares outstanding	4,103,645
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Rights
Class Of Stock [Line Items]
Number of shares of common stock each holder receive		0.10
Number of fractional shares issued upon conversion of rights	0
Additional consideration required to be paid by holder of right to receive additional shares	$ 0
Funds and distributions to be received by rights holders upon liquidation of funds held in trust account	0
Contractual penalties for failure to deliver securities to the rights holders	$ 0
Minimum [Member] | Rights
Class Of Stock [Line Items]
Period allotted to complete the business combination	15 months
Maximum | Rights
Class Of Stock [Line Items]
Period allotted to complete the business combination	18 months
Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	100,000,000
Common stock, voting rights per share	one
Common stock, shares issued	4,103,645
Common stock, shares outstanding	4,103,645
Shares subject to possible redemption	14,363,361
Number of shares of common stock each holder receive	0.10
Stock grant date fair value share-based compensation	$ 162,600
Common Stock | Independent Directors
Class Of Stock [Line Items]
Common stock issued in consideration of future services, shares	60,000
Common Stock | Chief Financial Officer
Class Of Stock [Line Items]
Common stock issued in consideration of future services, shares	5,000
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Warrants
Class Of Stock [Line Items]
Exercise price of warrants	$ 11.50	$ 11.50
Number of shares of common stock each holder receive	4	0.75
Warrant agreement date	Dec. 12, 2017
Number of fractional shares issued upon exercise of warrants	0
Period after business combination when warrants become exercisable	30 days
Period after offering when warrants become exercisable	12 months
Warrants exercisable expiration period after completion of business combination	5 years
Net cash settlement value of warrants	$ 0
Redemption price per warrant	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days
Minimum price per share required for redemption of warrants	$ 18
Warrants redemption covenant, threshold trading days	20 days
Warrants redemption covenant, threshold consecutive trading days	30 days
Warrants | Minimum [Member]
Class Of Stock [Line Items]
Period allotted to complete the business combination	15 months
Warrants | Maximum
Class Of Stock [Line Items]
Period allotted to complete the business combination	18 months

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets Measured at Fair Value on a Recurring Basis (Details)	Mar. 31, 2018USD ($)
Recurring Basis | Level 1
Assets:
Cash and marketable securities held in Trust Account	$ 144,304,326