Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Tottenham Acquisition I Ltd | |
Entity Central Index Key | 1,731,176 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 5,965,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 756,042 | $ 0 |
Cash held in escrow | 46,045 | 0 |
Prepayments | 66,704 | 0 |
Deferred offering costs | 0 | 95,000 |
Total Current Assets | 822,746 | 95,000 |
Cash and investments held in trust account | 46,124,139 | 0 |
TOTAL ASSETS | 46,946,885 | 95,000 |
Current liabilities: | ||
Accrued liabilities | 233 | 0 |
Amount due to a related party | 57,007 | 97,386 |
Total Current Liabilities | 57,240 | 97,386 |
Deferred underwriting compensation | 1,840,000 | 0 |
TOTAL LIABILITIES | 1,897,240 | 97,386 |
Commitments and contingencies | ||
Ordinary shares, subject to conversion: 4,046,507 shares (at conversion value of $10.00 per share) | 40,465,070 | 0 |
Shareholders' Equity: | ||
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; no share issued | 0 | 0 |
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 1,918,493 and 1,000 shares issued and outstanding (excluding 4,046,507 shares subject to conversion) | 192 | 0 |
Additional paid-in capital | 4,589,273 | 1 |
Accumulated other comprehensive income | 123,950 | 0 |
Accumulated deficits | (128,840) | (2,387) |
Total Shareholders' Equity (Deficiency) | 4,584,575 | (2,386) |
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY | $ 46,946,885 | $ 95,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ .0001 | $ .0001 |
Preferred shares, authorized | 2,000,000 | 2,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Common stock, par value | $ .0001 | $ .0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 1,150,000 | 1,000 |
Common stock, outstanding | 1,150,000 | 1,000 |
Ordinary shares subject to conversion | 4,046,507 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | |
Income Statement [Abstract] | |||
Formation, general and administrative expenses | $ (2,387) | $ (73,144) | $ (126,649) |
Total operating expenses | (2,387) | (73,144) | (126,649) |
Other income | |||
Interest income | 0 | 194 | 196 |
NET LOSS | (2,387) | (72,950) | (126,453) |
Other comprehensive income: | |||
Unrealized gain on available held for sale securities, net of tax | 0 | 123,950 | 123,950 |
COMPREHENSIVE INCOME (LOSS) | $ (2,387) | $ 51,000 | $ (2,503) |
Basic and diluted weighted average shares outstanding | 130 | 1,617,778 | 1,130,870 |
Basic and diluted net loss per share | $ (18.36) | $ (0.05) | $ (0.11) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 2 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Cash flow from operating activities | ||
Net loss | $ (2,387) | $ (126,453) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Interest income earned in cash and investments held in Trust Account | 0 | (189) |
Change in operating assets and liabilities: | ||
Increase in prepayments | 0 | (66,704) |
Increase in accrued liabilities | 0 | 233 |
Cash used in operating activities | (2,387) | (193,113) |
Cash flows from investing activities | ||
Proceeds deposited in Trust Account | 0 | (46,000,000) |
Net cash used in investing activities | 0 | (46,000,000) |
Cash flows from financing activities | ||
Proceeds from sale of ordinary shares to related party | 2,387 | 25,000 |
Proceeds from public offering | 0 | 46,000,000 |
Proceeds from private placements to related party | 0 | 2,150,000 |
Payment of offering costs | 0 | (1,225,845) |
Net cash provided by financing activities | 2,387 | 46,949,155 |
NET CHANGE IN CASH AND RESTRICTED CASH | 0 | 756,042 |
Cash and restricted cash, beginning of period | 0 | 0 |
Cash and restricted caash, end of period | 0 | 756,042 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Deferred offering costs were paid by a related party | 95,000 | 189,929 |
Repurchase of ordinary shares from a founder shareholder | 0 | 1 |
Accrued underwriting compensation | $ 0 | $ 1,840,000 |
1. Organization and Business Ba
1. Organization and Business Background | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Tottenham Acquisition I Limited (the “Company” or “we”, “us” and “our”) is a newly organized blank check company incorporated on November 13, 2017, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (a “Business Combination”). Although the Company is not limited to a particular geographic region, the Company intends to focus on operating businesses with primary operations in Asia (with an emphasis in China). As of September 30, 2018, the Company had not commenced any operations. All activities through September 30, 2018 relate to the Company’s formation and the proposed public offering as described below. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 1, 2018. The Company consummated the Public Offering on August 6, 2018 of 4,600,000 units at $10.00 per unit (the “Public Units’). Concurrently with the Public Offering, the Company sold to Norwich Investment Limited (the “Sponsor”) 215,000 private units at a price of $10.00 per unit and sold to Chardan Capital Markets LLC for $100 an option to purchase 220,000 units at an exercise price of $11.50 per unit. The Company received net proceeds of approximately $46,000,000 (which includes deferred underwriting commissions of $1,840,000). Trust Account Upon the closing of the Public Offering and the private placement, $46,000,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s Business Combination and (ii) the Company’s failure to consummate a Business Combination within 18 months from the closing of the Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Business Combination Pursuant to Nasdaq listing rules, the Company’s Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a Business Combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a Business Combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity Liquidation If the Company does not complete a Business Combination within 12 months from the consummation of this offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, if the Company anticipate that the Company may not be able to consummate its Business Combination within 12 months, the Company may, but are not obligated to, extend the period of time to consummate a Business Combination three times by an additional three months each time (for a total of up to 21 months to complete a Business Combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for the Company to consummate our Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $400,000, or $460,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s Business Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s Business Combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete our Business Combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company Business Combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s Business Combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the Warrants and Rights (as defined in Note 3) will expire and will be worthless. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES · Basis of Presentation These accompanying unaudited consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. · Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. · Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2018. · Cash Held in Escrow As of September 30, 2018, $46,045 from the proceeds of the private placement was held in escrow to fund future professional fees, the fund is available for the Company’s use anytime and will be released to the Company no later than December 31, 2018. The Company adopted Accounting Standard Update (“ASU”) No. 2016-18, “Statement of Cash Flows: Restricted Cash”, during the first quarter of 2018. This ASU applies to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. · Cash and Investments Held in Trust Account At September 30, 2018, the assets held in the Trust Account are held in cash and US Treasury securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income (loss). The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. · Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity · Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering · Fair Value of Financial Instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2018 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,123,798 $ 46,123,798 $ – $ – *included in cash and investments held in trust account on the Company’s balance sheet. · Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust 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. · Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. · Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible conversion. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of common shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Shares of common stock subject to possible conversion at September 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted 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 rights that convert into 220,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into ordinary is contingent upon the occurrence of future events. · Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. · Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
3. Cash Held in Escrow
3. Cash Held in Escrow | 9 Months Ended |
Sep. 30, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash Held in Escrow | NOTE 3 — CASH HELD IN ESCROW As of September 30, 2018, $46,045 from the proceeds of the private placement was held in escrow to fund future professional fees. The fund is available for the Company’s use anytime and will be released to the Company no later than December 31, 2018. |
4. Cash and Investment Held in
4. Cash and Investment Held in Trust Account | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Cash and Investment Held in Trust Account | NOTE 4 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of September 30, 2018, investment securities in the Company’s Trust Account consisted of $46,123,798 in United States Treasury Bills and $341 in cash. The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable securities are recorded at their estimated fair value on the accompanying September 30, 2018 balance sheet. The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on September 30, 2018 is as follows: Carrying Value as of September 30, 2018 (unaudited) Gross Unrealized Holding Gain Fair Value as of September 30, 2018 (unaudited) Available-for-sale marketable securities U.S. Treasury Securities $ 45,999,848 $ 123,950 $ 46,123,798 |
5. Public Offering
5. Public Offering | 9 Months Ended |
Sep. 30, 2018 | |
Public Offering | |
Public Offering | NOTE 5 — PUBLIC OFFERING On August 6, 2018, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), one redeemable warrant (the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a Business Combination, and one right (the “Rights”). Each Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share, and each ten Rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. The Company will not issue fractional shares. As a result, a holder must (1) exercise warrants in multiples of two warrants, at a price of $11.50 per full share, to validly exercise the Public Warrants; and (2) hold rights in multiples of 10 in order to receive shares for all of a holder’s rights upon closing of a Business Combination. If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Warrants and Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of a Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors. The Company paid an upfront underwriting discount of $1,150,000 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $1,840,000 (the “Deferred Discount”) of 4.0% of the gross offering proceeds payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. In addition, pursuant to our agreement with the underwriters, the amount of Deferred Discount payable to Chardan will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with a Business Combination. On August 6, 2018, Chardan Capital Markets, LLC acquired an option to purchase up to a total of 220,000 units at $11.50 per unit for $100. As of September 30, 2018, no options were exercised. |
6. Private Placement
6. Private Placement | 9 Months Ended |
Sep. 30, 2018 | |
Private Placement | |
Private Placement | NOTE 6 – PRIVATE PLACEMENT Simultaneously with the closing of the Public Offering, the Company consummated a private placement of (i) 215,000 private units, at $10.00 per unit, purchased by the Sponsor. The private units are identical to the units sold in this offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis. |
7. Related Party Transactions
7. Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS Founder Shares In November 2017, the Company’s Initial Shareholder, Norwich Investment Limited, subscribed for an aggregate of 1,000 of Ordinary Shares (“Founder Shares”) for an aggregate purchase price of $1, or approximately $0.0001 per share. In February 2018, the Company’s Shareholder, Norwich Investment Limited, subscribed for an aggregate of 1,150,000 of Ordinary Shares for an aggregate purchase price of $25,000, or approximately $0.022 per share. Concurrently, in February 2018, the Company repurchased 1,000 ordinary shares at a consideration of US$1 or US$0.0001 per share, from its founder shareholder. |
8. Stockholder's Equity
8. Stockholder's Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 8 – SHAREHOLDER’S EQUITY Preferred shares The Company is authorized to issue 2,000,000 preferred shares at par $0.0001. There is no specific preferential right associated with this class of share at the time of this filing. Ordinary shares The Company is authorized to issue 100,000,000 ordinary shares at par $0.0001. Holders of the Company’s ordinary shares are entitled to one vote for each share. On August 6, 2018, the Company issued 215,000 ordinary shares under the private placement of 215,000 private units at $10 per unit, to the Sponsor. On August 6, 2018, the Company issued 5,950,000 ordinary shares of which 4,046,507 shares are subject to possible redemption. |
9. Commitments and Contingencie
9. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Deferred Underwriter Compensation The Company is committed to pay the Deferred Discount of 4.0% of the gross offering proceeds, in the amount of $1,840,000 of the Public Offering, to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a Business Combination. Pursuant to our agreement with the underwriters, the amount of Deferred Discount payable to Chardan will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with a Business Combination. Registration Rights The holders of the Founder Shares, the Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
10. Subsequent Events
10. Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2018, up through the date was the Company issued the balance sheet. |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | · Basis of Presentation These accompanying unaudited consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. |
Use of estimates | · Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash | · Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2018. |
Cash Held in Escrow | · Cash Held in Escrow As of September 30, 2018, $46,045 from the proceeds of the private placement was held in escrow to fund future professional fees, the fund is available for the Company’s use anytime and will be released to the Company no later than December 31, 2018. The Company adopted Accounting Standard Update (“ASU”) No. 2016-18, “Statement of Cash Flows: Restricted Cash”, during the first quarter of 2018. This ASU applies to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. |
Cash and Investments Held in Trust Account | · Cash and Investments Held in Trust Account At September 30, 2018, the assets held in the Trust Account are held in cash and US Treasury securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income (loss). The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. |
Ordinary Shares Subject to Possible Redemption | · Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity |
Offering costs | · Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering |
Fair Value of Financial Instruments | · Fair Value of Financial Instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2018 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,123,798 $ 46,123,798 $ – $ – *included in cash and investments held in trust account on the Company’s balance sheet. |
Concentration of Credit Risk | · Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust 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. |
Income taxes | · Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. |
Net loss per share | · Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible conversion. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of common shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Shares of common stock subject to possible conversion at September 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted 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 rights that convert into 220,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into ordinary is contingent upon the occurrence of future events. |
Related parties | · Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recent accounting pronouncements | · Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
2. Significant Accounting Pol_3
2. Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Fair value on a recurring basis | September 30, 2018 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,123,798 $ 46,123,798 $ – $ – *included in cash and investments held in trust account on the Company’s balance sheet. |
4. Cash and Investment Held i_2
4. Cash and Investment Held in Trust Account (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Cash and investment held in trust | Carrying Value as of September 30, 2018 (unaudited) Gross Unrealized Holding Gain Fair Value as of September 30, 2018 (unaudited) Available-for-sale marketable securities U.S. Treasury Securities $ 45,999,848 $ 123,950 $ 46,123,798 |
1. Organization and Business _2
1. Organization and Business Background (Details Narrative) - I P O [Member] | 7 Months Ended |
Aug. 06, 2018USD ($)shares | |
Units issued | shares | 4,600,000 |
Unit description | Each Unit consistes of one ordinary share and one warrant |
Proceeds from sale of equity | $ | $ 46,000,000 |
2. Significant Accounting Pol_4
2. Significant Accounting Policies (Details) - Fair Value Measurements Recurring [Member] | Sep. 30, 2018USD ($) |
US Treasury Securities held in Trust Account | $ 46,123,798 |
Fair Value Inputs Level 1 [Member] | |
US Treasury Securities held in Trust Account | 46,123,798 |
Fair Value Inputs Level 2 [Member] | |
US Treasury Securities held in Trust Account | 0 |
Fair Value Inputs Level 3 [Member] | |
US Treasury Securities held in Trust Account | $ 0 |
2. Significant Accounting Pol_5
2. Significant Accounting Policies (Details Narrative) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Ordinary shares subject to conversion | 4,046,507 | 0 |
3. Cash Held in Escrow (Details
3. Cash Held in Escrow (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||
Cash held in escrow | $ 46,045 | $ 0 |
4. Cash and Investment Held i_3
4. Cash and Investment Held in Trust Account (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Receivables [Abstract] | |
Available-for-sale marketable securities carrying value | $ 45,999,848 |
Available-for-sale marketable securities gross unrealized holding gain | 123,950 |
Available-for-sale marketable securities fair value | $ 46,123,798 |
4. Cash and Investment Held i_4
4. Cash and Investment Held in Trust Account (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Cash and investments held in trust | $ 46,124,139 | $ 0 |
US Treasury Securities [Member] | ||
Cash and investments held in trust | 46,123,798 | |
Cash [Member] | ||
Cash and investments held in trust | $ 341 |
5. Public Offering (Details Nar
5. Public Offering (Details Narrative) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Aug. 06, 2018 | Sep. 30, 2018 | |
Payment of underwriting discount | $ 0 | $ 1,225,845 | |
Chardan Capital Markets [Member] | |||
Proceeds from sale of equity | $ 100 | ||
Options granted | 220,000 | ||
Option price | $ 11.50 | ||
Proceeds from options | $ 100 | ||
Options exercised | 0 | ||
I P O [Member] | |||
Units issued | 4,600,000 | ||
Unit description | Each Unit consistes of one ordinary share and one warrant | ||
Proceeds from sale of equity | $ 46,000,000 | ||
Payment of underwriting discount | 1,150,000 | ||
Deferred discount | 1,840,000 | ||
Proceeds from options | $ 46,000,000 |
6. Private Placement (Details N
6. Private Placement (Details Narrative) - Private Placement [Member] - USD ($) | 7 Months Ended | 9 Months Ended |
Aug. 06, 2018 | Sep. 30, 2018 | |
Units issued | 215,000 | 215,000 |
Proceeds from sale of equity | $ 10,000 |
7. Related Party Transactions (
7. Related Party Transactions (Details Narrative) - Norwich Investment Limited [Member] - USD ($) | 2 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Stock issued new | 1,000 | 1,150,000 |
Proceeds from issuance of stock | $ 1 | $ 25,000 |
Stock repurchased | 1,000 | |
Payment of stock repurchased | $ 1 |
8. Stockholder's Deficiency (De
8. Stockholder's Deficiency (Details Narrative) - shares | 7 Months Ended | 9 Months Ended | |
Aug. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Shares subject to redemption | 4,046,507 | 0 | |
Shares Subject to Redemption [Member] | |||
Stock issued new, shares | 5,950,000 | ||
Shares subject to redemption | 4,046,507 | ||
Private Placement [Member] | |||
Stock issued new, shares | 215,000 | 215,000 |
9. Commitments and Contingenc_2
9. Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred discount percentage | 4.00% | |
Deferred underwriting compensation | $ 1,840,000 | $ 0 |