Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Tottenham Acquisition I Ltd | |
Entity Central Index Key | 0001731176 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
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 | 2019 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Interactive data current | Yes | |
Entity File Number | 001-38614 | |
Entity Incorporation State | D8 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 448,225 | $ 743,783 |
Prepayments | 63,382 | 46,693 |
Total Current Assets | 511,607 | 790,476 |
Cash and investments held in trust account | 47,639,323 | 46,370,520 |
TOTAL ASSETS | 48,150,930 | 47,160,996 |
Current liabilities: | ||
Accrued liabilities and other payable | 13,352 | 115,233 |
Promissory note payable to related party | 460,000 | 0 |
Amount due to a related party | 278,671 | 107,007 |
Total Current Liabilities | 752,023 | 222,240 |
Deferred underwriting compensation | 1,840,000 | 1,840,000 |
TOTAL LIABILITIES | 2,592,023 | 2,062,240 |
Commitments and contingencies | ||
Ordinary shares, subject to conversion: 3,916,323 and 3,977,835 shares (at conversion value of $10.36 and $10.08 per share) as of September 30, 2019 and December 31, 2018, respectively | 40,558,906 | 40,098,755 |
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; 2,048,677 and 1,987,165 shares issued and outstanding (excluding 3,916,323 and 3,977,835 shares subject to conversion) | 205 | 199 |
Additional paid-in capital | 4,495,424 | 4,955,581 |
Accumulated other comprehensive income | 228,915 | 27,179 |
Retained earnings | 275,457 | 17,042 |
Total Shareholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY | $ 48,150,930 | $ 47,160,996 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 2,000,000 | 2,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 2,048,677 | 1,987,165 |
Common stock, outstanding | 2,048,677 | 1,987,165 |
Ordinary shares subject to conversion | 3,916,323 | 3,977,835 |
Conversion rate per share | $ 10.36 | $ 10.08 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Formation, general and administrative expenses | $ (150,031) | $ (72,819) | $ (348,692) | $ (126,649) |
Total operating expenses | (150,031) | (72,819) | (348,692) | (126,649) |
Other income | ||||
Interest income | 271,163 | 196 | 607,107 | 196 |
Profit (loss) before income taxes | 121,132 | (72,623) | 258,415 | (126,453) |
Income taxes | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | 121,132 | (72,623) | 258,415 | (126,453) |
Less: income attributable to ordinary shares subject to conversion | 230,848 | 0 | 516,673 | 0 |
Net loss attributable to Tottenham Acquisition I Limited | (109,716) | (72,623) | (258,258) | (126,453) |
Other comprehensive (loss) income: | ||||
Unrealized gain on available held for sale securities | (17,349) | 123,950 | 201,736 | 123,950 |
COMPREHENSIVE INCOME (LOSS) | $ 103,783 | $ 51,327 | $ 460,151 | $ (2,503) |
Basic and diluted weighted average shares outstanding | 2,048,677 | 1,617,778 | 2,048,677 | 1,130,870 |
Basic and diluted net loss per share | $ (0.05) | $ (0.05) | $ (0.13) | $ (0.11) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Deficiency) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Total |
Beginning balance, shares at Dec. 31, 2017 | 1,000 | (2,386) | |||
Beginning balance, value at Dec. 31, 2017 | $ 0 | $ 1 | $ 0 | $ (2,387) | $ (2,386) |
Sale of units in initial public offering, shares | 4,600,000 | ||||
Sale of units in initial public offering, value | $ 460 | 45,999,540 | 46,000,000 | ||
Offering costs | (3,773,965) | (3,773,965) | |||
Proceed from sales of underwriter's unit purchase option | 100 | 100 | |||
Fair value of underwriter's unit purchase option | 653,400 | 653,400 | |||
Sale of ordinary share to the Initial Shareholder in private placement, shares | 200,000 | ||||
Sale of ordinary share to the Initial Shareholder in private placement, value | $ 20 | 1,999,980 | 2,000,000 | ||
Sale of over-allotment units, shares | 15,000 | ||||
Sale of over-allotment units, value | $ 2 | 149,998 | 150,000 | ||
Ordinary shares subject to possible redemption, shares | (4,046,507) | ||||
Ordinary shares subject to possible redemption, value | $ (405) | (40,464,665) | (40,465,070) | ||
Unrealized holding gain on available-for-sale securities | 123,950 | 123,950 | |||
Repurchase of ordinary shares by the Initial Shareholders, shares | (1,000) | ||||
Repurchase of ordinary shares by the Initial Shareholders, value | (1) | (1) | |||
Issuance of ordinary shares to the Initial Shareholder, shares | 1,150,000 | ||||
Issuance of ordinary shares to the Initial Shareholder, value | $ 115 | 24,885 | 25,000 | ||
Net loss | (126,453) | (126,453) | |||
Ending balance, shares at Sep. 30, 2018 | 1,918,493 | ||||
Ending balance, value at Sep. 30, 2018 | $ 192 | 4,589,273 | 123,950 | (128,840) | 4,584,575 |
Beginning balance, shares at Jun. 30, 2018 | 1,150,000 | ||||
Beginning balance, value at Jun. 30, 2018 | $ 115 | 24,885 | 0 | (56,217) | (31,217) |
Sale of units in initial public offering, shares | 4,600,000 | ||||
Sale of units in initial public offering, value | $ 460 | 45,999,540 | 46,000,000 | ||
Offering costs | (3,773,965) | (3,773,965) | |||
Proceed from sales of underwriter's unit purchase option | 100 | 100 | |||
Fair value of underwriter's unit purchase option | 653,400 | 653,400 | |||
Sale of ordinary share to the Initial Shareholder in private placement, shares | 200,000 | ||||
Sale of ordinary share to the Initial Shareholder in private placement, value | $ 20 | 1,999,980 | 2,000,000 | ||
Sale of over-allotment units, shares | 15,000 | ||||
Sale of over-allotment units, value | $ 2 | 149,998 | 150,000 | ||
Ordinary shares subject to possible redemption, shares | (4,046,517) | ||||
Ordinary shares subject to possible redemption, value | $ (405) | (40,464,665) | (40,465,070) | ||
Unrealized holding gain on available-for-sale securities | 123,950 | 123,950 | |||
Net loss | (72,623) | (72,623) | |||
Ending balance, shares at Sep. 30, 2018 | 1,918,493 | ||||
Ending balance, value at Sep. 30, 2018 | $ 192 | 4,589,273 | 123,950 | (128,840) | $ 4,584,575 |
Beginning balance, shares at Dec. 31, 2018 | 1,987,165 | 5,000,001 | |||
Beginning balance, value at Dec. 31, 2018 | $ 199 | 4,955,581 | 27,179 | 17,042 | $ 5,000,001 |
Change in fair value of ordinary shares subject to possible conversion, shares | 61,512 | ||||
Change in fair value of ordinary shares subject to possible conversion, value | $ 6 | (460,157) | (460,157) | ||
Realized holding gain on available-for-sale securities | (606,869) | (606,869) | |||
Unrealized holding gain on available-for-sale securities | 808,605 | 808,605 | |||
Net loss | 258,415 | 258,415 | |||
Ending balance, shares at Sep. 30, 2019 | 2,048,677 | ||||
Ending balance, value at Sep. 30, 2019 | $ 205 | 4,495,424 | 228,915 | 275,457 | 5,000,001 |
Beginning balance, shares at Jun. 30, 2019 | 1,999,278 | ||||
Beginning balance, value at Jun. 30, 2019 | $ 200 | 4,599,212 | 246,264 | 154,325 | 5,000,001 |
Change in fair value of ordinary shares subject to possible conversion, shares | 43,399 | ||||
Change in fair value of ordinary shares subject to possible conversion, value | $ 5 | (103,788) | (103,783) | ||
Realized holding gain on available-for-sale securities | (271,148) | (271,148) | |||
Unrealized holding gain on available-for-sale securities | 253,799 | 253,799 | |||
Net loss | 121,132 | 121,132 | |||
Ending balance, shares at Sep. 30, 2019 | 2,048,677 | ||||
Ending balance, value at Sep. 30, 2019 | $ 205 | $ 4,495,424 | $ 228,915 | $ 275,457 | $ 5,000,001 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flow from operating activities | ||
Net income (loss) | $ 258,415 | $ (126,453) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Interest income earned in cash and investments held in trust account | (607,067) | (189) |
Change in operating assets and liabilities: | ||
Increase in prepayments | (16,689) | (66,704) |
(Decrease) increase in accrued liabilities | (101,881) | 233 |
Cash used in operating activities | (467,222) | (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 a related party | 171,664 | 0 |
Proceeds from promissory note payable to related party | 0 | 0 |
Proceeds from sale of ordinary shares to related party | 0 | 25,000 |
Proceeds from public offering, net of expenses | 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 | 171,664 | 46,949,155 |
NET CHANGE IN CASH | (295,558) | 756,042 |
Cash, beginning of period | 743,783 | 0 |
Cash, end of period | 448,225 | 756,042 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Unrealized gain on Trust Account | 201,736 | 0 |
Changes in ordinary shares subject to conversion | 460,157 | 0 |
Deferred offering costs were paid by a related party | 92,564 | 189,929 |
Repurchase of ordinary shares from a founder shareholder | 0 | 1 |
Accrued underwriting compensation | 0 | 1,840,000 |
Proceeds deposited in Trust Account by a founder shareholder | $ 460,000 | $ 0 |
1. Organization and Business Ba
1. Organization and Business Background | 9 Months Ended |
Sep. 30, 2019 | |
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 (an “initial 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, 2019, the Company had not commenced any operations. All activities through September 30, 2019 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’) and sold to initial shareholders and Chardan Capital Markets, LLC options to purchase 220,000 units at $11.50 per unit for $100. 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, LLC 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 initial business combination within the required time period and (ii) the redemption of 100% of the outstanding public shares if the Company has not completed an initial business combination in the required time period. 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 initial 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 initial 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 In connection with any shareholder vote required to approve any business combination, the Initial Shareholders have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the IPO, in favor of the initial business combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. Liquidation If the Company does not complete a business combination within 12 months from the consummation of the initial public offering, it 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 anticipates that the Company may not be able to consummate its initial business combination within 12 months, the Company may, but is 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, LLC on the effective date of the Registration Statement, in order to extend the time available for the Company to consummate our initial 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 $460,000 ($0.10 per share), 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 initial 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 initial 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 intends 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 initial 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 initial 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 initial 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 public rights will expire and will be worthless. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying 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”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 15, 2019. 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, 2019. Cash and Investments Held in Trust Account At September 30, 2019, 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. 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, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 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* $ 47,639,029 $ 47,639,029 $ – $ – December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2018 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,369,458 $ 46,369,458 $ – $ – *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 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 and Investment Held in
3. Cash and Investment Held in Trust Account | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Cash and Investment Held in Trust Account | NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of September 30, 2019, investment securities in the Company’s Trust Account consisted of $47,639,029 in United States Treasury Bills and $294 in cash. As of December 31, 2018, investment securities in the Company’s Trust Account consisted of $46,369,458 in United States Treasury Bills and $1,062 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, 2019 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, 2019 and December 31, 2018 are as follows: Carrying Value Gross Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 47,410,114 $ 228,915 $ 47,639,029 Carrying Value as of December 31, 2018 Gross Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 46,342,279 $ 27,179 $ 46,369,458 |
4. Public Offering
4. Public Offering | 9 Months Ended |
Sep. 30, 2019 | |
Public Offering | |
Public Offering | NOTE 4 — 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 warrant (the “Public Warrant”) entitling its holder to purchase one-half of one Public Share at a price of $11.50 per whole share, and one right (the “Public Rights”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial business combination. In addition, the Company sold to Chardan, for $100, an option to purchase up to 220,000 units exercisable at $11.50 per unit pursuant to the Unit Purchase Option agreement, commencing on the later of the consummation of a business combination and six months from the effective date of the Registration Statement. As of September 30, 2019, no options were exercised. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $653,400 (or $2.97 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.44% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the ordinary share underlying such units, the rights included in such units, the ordinary share that is issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price. If the Company does not complete its business combination within the applicable time period described in Note 1, the Public Warrants and Public 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 an initial business combination, the Management determined that the Rights are classified within shareholders’ equity as “ Additional paid-in capital 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, 2019, no options were exercised. |
5. Private Placement
5. Private Placement | 9 Months Ended |
Sep. 30, 2019 | |
Private Placement | |
Private Placement | NOTE 5 – PRIVATE PLACEMENT Simultaneously with the closing of the Public Offering, the Company consummated a private placement of (i) 200,000 Private Units, at $10.00 per unit, purchased by the Sponsor. Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private placement of 15,000 Private Units, at $10.00 per unit, purchased by the Sponsor. The Private Units are identical to the units sold in the initial public offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis. |
6. Related Party Transactions
6. Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares In November 2017, the Company’s Initial Shareholder, Norwich Investment Limited (“Norwich”), 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 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 $1 or $0.0001 per share, from its Initial Shareholder. Related Party Payables At September 30, 2019 and December 31, 2018, the Company had related party payable to Initial Shareholder in the amount of $278,671 and $107,007, respectively. This payable is unsecured, interest-free and has no fixed terms of repayment. Administrative Services Agreement The Company is obligated, commencing from August 2, 2018, to pay Norwich, its Initial Shareholder, a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s initial business combination or the liquidation of the trust account to public shareholders. Promissory Note Payable At September 30, 2019, the Company had unsecured promissory note payable to Norwich Investment Limited in the aggregate principal amount of $460,000. This payable is in exchange for Norwich depositing such amount into the Company’s trust account in order to extend the amount of time it has made available to complete a business combination. |
7. Shareholders' Equity
7. Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 7 – SHAREHOLDERS’ 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. As of September 30, 2019 and December 31, 2018, 2,048,677 and 1,987,165 ordinary shares issued and outstanding excluding 3,916,323 and 3,977,835 shares are subject to possible conversion, respectively. Accumulated Other Comprehensive Income The table below presents the changes in accumulated other comprehensive income (“AOCI”), including the reclassification out of AOCI. Available-for-sale securities Balance as of January 1, 2018 $ – Other comprehensive income before reclassifications 123,950 Amounts reclassified from AOCI into interest income – Balance as of September 30, 2018 $ 123,950 Available-for-sale securities Balance as of July 1, 2018 $ – Other comprehensive income before reclassifications 123,950 Amounts reclassified from AOCI into interest income – Balance as of September 30, 2018 $ 123,950 Available-for-sale securities Balance as of January 1, 2019 $ 27,179 Other comprehensive income before reclassifications 808,605 Amounts reclassified from AOCI into interest income (606,869 ) Balance as of September 30, 2019 $ 228,915 Available-for-sale securities Balance as of July 1, 2019 $ 246,264 Other comprehensive income before reclassifications 253,799 Amounts reclassified from AOCI into interest income (271,148 ) Balance as of September 30, 2019 $ 228,915 |
8. Commitments and Contingencie
8. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – 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 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 signed prior on the effective date of the IPO. 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 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. |
9. Subsequent Events
9. Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsquent Events | NOTE 9 – SUBSEQUENT EVENTS On October 25, 2019, the Company issued unsecured promissory note in the aggregate principal amount of $460,000 to Norwich in exchange for Norwich depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation These accompanying 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”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 15, 2019. |
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, 2019. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account At September 30, 2019, 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. 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, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 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* $ 47,639,029 $ 47,639,029 $ – $ – December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2018 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,369,458 $ 46,369,458 $ – $ – *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 |
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, 2019 | |
Accounting Policies [Abstract] | |
Fair value on a recurring basis | September 30, 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* $ 47,639,029 $ 47,639,029 $ – $ – December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2018 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,369,458 $ 46,369,458 $ – $ – *included in cash and investments held in trust account on the Company’s balance sheet. |
3. Cash and Investment Held i_2
3. Cash and Investment Held in Trust Account (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Cash and investment held in trust | Carrying Value Gross Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 47,410,114 $ 228,915 $ 47,639,029 Carrying Value as of December 31, 2018 Gross Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 46,342,279 $ 27,179 $ 46,369,458 |
7. Shareholders' Equity (Tables
7. Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Accumulated other comprehensive income (loss) | Available-for-sale securities Balance as of January 1, 2018 $ – Other comprehensive income before reclassifications 123,950 Amounts reclassified from AOCI into interest income – Balance as of September 30, 2018 $ 123,950 Available-for-sale securities Balance as of July 1, 2018 $ – Other comprehensive income before reclassifications 123,950 Amounts reclassified from AOCI into interest income – Balance as of September 30, 2018 $ 123,950 Available-for-sale securities Balance as of January 1, 2019 $ 27,179 Other comprehensive income before reclassifications 808,605 Amounts reclassified from AOCI into interest income (606,869 ) Balance as of September 30, 2019 $ 228,915 Available-for-sale securities Balance as of July 1, 2019 $ 246,264 Other comprehensive income before reclassifications 253,799 Amounts reclassified from AOCI into interest income (271,148 ) Balance as of September 30, 2019 $ 228,915 |
1. Organization and Business _2
1. Organization and Business Background (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended | ||
Aug. 06, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Proceeds from sale of equity | $ 0 | $ (46,000,000) | ||
Deferred underwriting commissions | $ 1,840,000 | $ 1,840,000 | ||
I P O [Member] | ||||
Unit description | Each Unit consists of one ordinary share and one warrant | |||
Proceeds from sale of equity | $ 46,000,000 | |||
Deferred underwriting commissions | $ 1,840,000 | |||
I P O [Member] | Chardan Capital Markets [Member] | ||||
Units issued | 220,000 | |||
Price per unit | $ 11.500 | |||
Proceeds from sale of equity | $ 100 | |||
I P O [Member] | Public Units [Member] | ||||
Units issued | 4,600,000 | |||
Price per unit | $ 10.11 |
2. Significant Accounting Pol_4
2. Significant Accounting Policies (Details) - Fair Value Measurements Recurring [Member] - US Treasury Securities [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
US Treasury Securities held in Trust Account | $ 46,925,116 | $ 46,369,458 |
Fair Value Inputs Level 1 [Member] | ||
US Treasury Securities held in Trust Account | 46,925,116 | 46,369,458 |
Fair Value Inputs Level 2 [Member] | ||
US Treasury Securities held in Trust Account | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ||
US Treasury Securities held in Trust Account | $ 0 | $ 0 |
2. Significant Accounting Pol_5
2. Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Cash equivalents | $ 0 | $ 0 |
Ordinary shares subject to conversion | 3,916,323 | 3,977,835 |
Stock Rights [Member] | ||
Possible antidilutive shares | 220,000 |
3. Cash and Investment Held i_3
3. Cash and Investment Held in Trust Account (Details) - US Treasury Securities [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Available-for-sale marketable securities carrying value | $ 47,410,114 | $ 46,342,279 |
Available-for-sale marketable securities gross unrealized holding gain | 228,915 | 27,179 |
Available-for-sale marketable securities fair value | $ 47,639,029 | $ 46,369,458 |
3. Cash and Investment Held i_4
3. Cash and Investment Held in Trust Account (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and investments held in trust | $ 47,639,323 | $ 46,370,520 |
US Treasury Securities [Member] | ||
Cash and investments held in trust | 47,639,029 | 46,369,458 |
Cash [Member] | ||
Cash and investments held in trust | $ 294 | $ 1,062 |
4. Public Offering (Details Nar
4. Public Offering (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended | |
Aug. 06, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Proceeds from sale of equity | $ 0 | $ (46,000,000) | |
Payment of underwriting discount | $ 0 | $ 1,225,845 | |
I P O [Member] | |||
Unit description | Each Unit consists 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 | ||
I P O [Member] | Chardan Capital Markets [Member] | |||
Units issued | 220,000 | ||
Price per unit | $ 11.500 | ||
Proceeds from sale of equity | $ 100 | ||
I P O [Member] | Public Units [Member] | |||
Units issued | 4,600,000 | ||
Price per unit | $ 10.11 | ||
Fair value of unit purchase option | $ 653,400 |
5. Private Placement (Details N
5. Private Placement (Details Narrative) - Private Placement [Member] | 7 Months Ended |
Aug. 06, 2018$ / sharesshares | |
I P O [Member] | |
Units issued | shares | 200,000 |
Price per unit | $ / shares | $ 10 |
Over Allotment Units [Member] | |
Units issued | shares | 15,000 |
Price per unit | $ / shares | $ 10 |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Promissory note payable to related party | $ 460,000 | $ 0 |
Norwich Investment Limited [Member] | ||
Promissory note payable to related party | 460,000 | |
Initial Shareholder [Member] | ||
Due to related party | $ 278,671 | $ 107,007 |
7. Shareholders' Equity (Detail
7. Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||||
Accumulated other comprehensive income, beginning balance | $ 246,264 | $ 0 | $ 27,179 | $ 0 |
Other comprehensive income before reclassifications | 253,799 | 123,950 | 808,605 | 123,950 |
Amounts reclassified from AOCI into interest income | (271,148) | 0 | (606,869) | 0 |
Accumulated other comprehensive income, ending balance | $ 228,915 | $ 123,950 | $ 228,915 | $ 123,950 |
7. Shareholders' Equity (Deta_2
7. Shareholders' Equity (Details Narrative) - shares | 7 Months Ended | ||
Aug. 06, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Common stock, issued | 2,048,677 | 1,987,165 | |
Ordinary shares subject to conversion | 3,916,323 | 3,977,835 | |
Private Placement [Member] | Sponsor [Member] | |||
Stock issued new, shares | 215,000 |
8. Commitments and Contingenc_2
8. Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred discount percentage | 4.00% | |
Deferred underwriting compensation | $ 1,840,000 | $ 1,840,000 |