Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Feb. 29, 2020 | May 01, 2020 | Aug. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Entity Registrant Name | Tenzing Acquisition Corp. | ||
Entity Central Index Key | 0001742927 | ||
Document Period End Date | Feb. 29, 2020 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Trading Symbol | TZAC | ||
Entity Common Stock, Shares Outstanding | 7,669,177 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 59,058,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Current Assets | ||
Cash | $ 69,276 | $ 313,049 |
Prepaid expenses and other current assets | 69,584 | 91,130 |
Total Current Assets | 138,860 | 404,179 |
Marketable securities held in Trust Account | 60,882,949 | 65,241,920 |
Total Assets | 61,021,809 | 65,646,099 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 299,653 | 23,050 |
Total Current Liabilities | 299,653 | 23,050 |
Convertible promissory note - related party | 750,000 | |
Deferred underwriting fee payable | 2,213,750 | 2,213,750 |
Total Liabilities | 3,263,403 | 2,236,800 |
Commitments | ||
Ordinary shares subject to possible redemption, 4,964,590 and 5,662,598 shares at redemption value at February 29, 2020 and February 28, 2019, respectively | 52,758,399 | 58,409,291 |
Shareholders' Equity | ||
Preferred shares, no par value; unlimited shares authorized, none issued and outstanding | ||
Ordinary shares, no par value; unlimited shares authorized; 2,704,587 and 2,602,465 shares issued and outstanding (excluding 4,964,590 and 5,662,598 shares subject to possible redemption) at February 29, 2020 and February 28, 2019, respectively | 3,807,973 | 4,425,877 |
Retained earnings | 1,192,034 | 574,131 |
Total Shareholders' equity | 5,000,007 | 5,000,008 |
Total Liabilities and Shareholders' Equity | $ 61,021,809 | $ 65,646,099 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | May 31, 2018 | Feb. 28, 2019 | Feb. 29, 2020 |
BALANCE SHEETS | ||||
Temporary Equity, Shares Issued | 5,662,598 | 4,964,590 | ||
Preferred Stock, No Par Value | $ 0 | $ 0 | $ 0 | $ 0 |
Preferred Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited | Unlimited | Unlimited |
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 |
Common Stock, No Par Value | $ 0 | |||
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited | Unlimited | Unlimited |
Common Stock, Shares, Issued | 2,602,465 | 2,704,587 | ||
Common Stock, Shares, Outstanding | 2,602,465 | 2,704,587 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 29, 2020 | ||
STATEMENTS OF OPERATIONS | |||
Operating costs | $ 152,789 | $ 724,740 | |
Loss from operations | (152,789) | (724,740) | |
Other income: | |||
Interest income | 729,499 | 1,323,935 | |
Unrealized gain (loss) on marketable securities held in Trust Account | (2,579) | 18,708 | |
Net income | $ 574,131 | $ 617,903 | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 2,039,690 | 2,610,315 |
Basic and diluted net loss per ordinary share | [2] | $ (0.04) | $ (0.21) |
[1] | Excludes an aggregate of up to 4,964,590 and 5,662,598 shares subject to possible redemption at February 29, 2020 and February 28, 2019 , respectively. | ||
[2] | Excludes interest income of $1,163,534 and $650,811 attributable to shares subject to possible redemption for the year ended February 29, 2020 and for the period from March 20, 2018 (inception) through February 28, 2019, respectively (see Note 3). |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 11 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Feb. 29, 2020 | |
STATEMENTS OF OPERATIONS | ||
Temporary Equity, Shares Issued | 5,662,598 | 4,964,590 |
Temporary Equity, Accretion to Redemption Value, Adjustment | $ 650,811 | $ 1,163,534 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary Shares | Retained Earnings/(Accumulated Deficit) | Total |
Balance at Mar. 19, 2018 | |||
Balance (in shares) at Mar. 19, 2018 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of ordinary shares to initial shareholder | $ 25,000 | 25,000 | |
Issuance of ordinary shares to initial shareholder (in shares) | 1,581,250 | ||
Sale of 6,325,000 Units, net of underwriting discounts and offering expenses | $ 59,222,038 | 59,222,038 | |
Sale of 6,325,000 Units, net of underwriting discounts and offering expenses (in shares) | 6,325,000 | ||
Sale of 358,813 Private Units | $ 3,588,130 | 3,588,130 | |
Sale of 358,813 Private Units (in shares) | 358,813 | ||
Ordinary shares subject to redemption | $ (58,409,291) | (58,409,291) | |
Ordinary shares subject to redemption (in shares) | (5,662,598) | ||
Net income | 574,131 | 574,131 | |
Balance at Feb. 28, 2019 | $ 4,425,877 | 574,131 | 5,000,008 |
Balance (in shares) at Feb. 28, 2019 | 2,602,465 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Change in value of ordinary shares subject to possible redemption | $ (617,904) | (617,904) | |
Change in value of ordinary shares subject to possible redemption (in shares) | 102,122 | ||
Net income | 617,903 | 617,903 | |
Balance at Feb. 29, 2020 | $ 3,807,973 | $ 1,192,034 | $ 5,000,007 |
Balance (in shares) at Feb. 29, 2020 | 2,704,587 |
STATEMENTS OF CHANGES IN SHAR_2
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | 11 Months Ended |
Feb. 28, 2019shares | |
IPO | |
Issuance of ordinary shares to initial shareholder (in shares) | 6,325,000 |
Private Placement | |
Issuance of ordinary shares to initial shareholder (in shares) | 358,813 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Feb. 29, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 574,131 | $ 617,903 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (729,499) | (1,323,935) |
Unrealized (gain) loss on marketable securities held in Trust Account | 2,579 | (18,708) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (91,130) | 21,546 |
Accounts payable and accrued expenses | 23,050 | 276,603 |
Net cash used in operating activities | (220,869) | (426,591) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (64,515,000) | (567,182) |
Cash withdrawn from Trust Account for redemptions | 6,268,796 | |
Net cash provided by (used in) investing activities | (64,515,000) | 5,701,614 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory note - related party | 750,000 | |
Redemption of ordinary shares | (6,268,796) | |
Proceeds from issuance of ordinary shares to initial shareholder | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 61,826,875 | |
Proceeds from sale of Private Units | 3,588,130 | |
Payment of offering costs | (391,087) | |
Advances from related party | 363,436 | |
Repayment of advances from related party | (363,436) | |
Proceeds from promissory notes - related party | 750,000 | |
Net cash (used in) provided by financing activities | 65,048,918 | (5,518,796) |
Net Change in Cash | 313,049 | (243,773) |
Cash - Beginning | 313,049 | |
Cash - Ending | 313,049 | 69,276 |
Non-Cash investing and financing activities: | ||
Initial classification of ordinary shares subject to possible redemption | 57,821,015 | |
Change in value of ordinary shares subject to possible redemption | 588,276 | $ 617,904 |
Deferred underwriting fee payable | $ 2,213,750 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Feb. 29, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Tenzing Acquisition Corp. (the “Company”) is a blank check company incorporated in the British Virgin Islands on March 20, 2018. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that operate in India. At February 29, 2020, the Company had not yet commenced any operations other than seeking a Business Combination. All activity through February 29, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and seeking to identify a target company for a Business Combination. The registration statement for the Initial Public Offering was declared effective on August 20, 2018. On August 23, 2018 the Company consummated the Initial Public Offering of 5,500,000 units (“Units” and, with respect to the ordinary shares included in the Units offered, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $55,000,000, which is described in Note 4. Each Unit consists of one ordinary share of the Company and one warrant of the Company (which is redeemable under certain circumstances) (the “Public Warrants”), with each Public Warrant entitling the holder thereof to purchase one ordinary share of the Company for $11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 323,750 units (the “Private Units”) at a price of $10.00 per unit in a private placement to the Company’s sponsor, Tenzing LLC, a Delaware limited liability company (the managing members of which are the Company’s Chairman and Chief Executive Officer) (the “Sponsor”), and the underwriter of the Initial Public Offering, generating total gross proceeds of $3,237,500, which is described in Note 5. Following the closing of the Initial Public Offering on August 23, 2018, an amount of $56,100,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On August 30, 2018, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company consummated the sale of an additional 825,000 Units and the sale of an additional 35,063 Private Units, each at $10.00 per unit, generating total gross proceeds of $8,600,630. Following the closing, an additional $8,415,000 of net proceeds ($10.20 per Unit) was deposited in the Trust Account, resulting in $64,515,000 held in the Trust Account. Transaction costs amounted to $4,027,962, consisting of $1,423,125 of underwriting fees, $2,213,750 of deferred underwriting fees and $391,087 of offering costs. As of February 29, 2020 , there was $69,276 of cash held outside of the Trust Account and available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and interest released to pay taxes payable) at the time of signing a definitive agreement in connection with a Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. For so long as the Company is deemed to be a foreign private issuer, it will conduct redemptions in accordance with the tender offer rules of the Securities and Exchange Commission (“SEC”). In connection with a proposed Business Combination, unless the Company is deemed to be a foreign private issuer at such time, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($10.299 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, or if the Company is deemed to be a foreign private issuer at such time, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the SEC’s tender offer rules, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its founder shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any ordinary shares (including the founder shares) and Private Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any ordinary shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the founder shares and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company initially had until February 23, 2020 to complete a Business Combination. On February 18, 2020, the Company’s shareholders approved an amendment to its Amended and Restated Memorandum and Articles of Association to extend the period of time for which the Company was required to consummate a Business Combination from February 23, 2020 to May 26, 2020 (the “Combination Period”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 595,886 ordinary shares, of which the Company paid cash in the aggregate amount of $6,268,796, or approximately $10.52 per share, to redeeming shareholders. In connection with the extension, the Company deposited into the Trust Account $0.099 for each public share that was not redeemed in connection with the extension, or an aggregate of approximately $567,182, for such extension. The amount deposited into the Trust Account was loaned to the Company by the Sponsor. The loan is non-interest bearing and due to be paid upon the earlier of (i) the consummation of a Business Combination and (ii) the date of the winding up of the Company (see Note 6). The Company intends to hold a meeting of shareholders on or prior to May 26, 2020 in order to provide shareholders with the ability to vote to extend the date by which the Company must consummate a Business Combination (the “Second Extension”) from May 26, 2020 (or June 23, 2020 if the Company has executed a definitive agreement for a Business Combination by May 26, 2020) to July 27, 2020 (or September 28, 2020 if the Company has executed a definitive agreement for a Business Combination by July 27, 2020). There is no assurance that the Company’s shareholders will vote to approve the extension of time with which the Company has to complete a Business Combination. If the Company does not obtain shareholder approval, the Company would wind up its affairs and liquidate. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less up to $50,000 of interest to pay liquidation expenses), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.20). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.20 per share , except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Feb. 29, 2020 | |
LIQUIDITY AND GOING CONCERN | |
LIQUIDITY AND GOING CONCERN | NOTE 2. LIQUIDITY AND GOING CONCERN As of February 29, 2020, the Company had $69,276 in its operating bank accounts, $60,882,949 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and working capital deficit of $160,793. As of February 29, 2020, approximately $1,879,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations , if any. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account primarily to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination. On February 10, 2020, the Company issued the Sponsor a convertible promissory note, pursuant to which the Company borrowed an aggregate amount of $750,000. Of such amount, $567,182 used to fund the extension loan into the Trust Account and the balance will be used to finance transaction costs in connection with a Business Combination. The loan is non-interest bearing and due to be paid upon the earlier of (i) the consummation of a Business Combination and (ii) the date of the winding up of the Company (see Note 6). The loan is convertible into units at a purchase price of $10.00 per unit. The units would be identical to the Private Units. As of February 29, 2020, there was $750,000 outstanding under the convertible promissory note. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or the Company’s officer and directors. The Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officer and directors may, but are not obligated to, loan the Company funds as may be required. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through May 26, 2020, which is the date the Company is required to cease all operations except for the purpose of winding up if it has not completed a Business Combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 29, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of February 29, 2020 and February 28, 2019. Marketable securities held in Trust Account At February 29, 2020 and February 28, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 29, 2020 and February 28, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net loss per ordinary share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at February 29, 2020 and February 28, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such ordinary shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 6,683,813 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. Reconciliation of net loss per ordinary share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the Period from March 20, 2018 Year (inception) Ended through February 29, February 28, 2020 2019 Net income $ 617,903 $ 574,131 Less: Income attributable to ordinary shares subject to possible redemption (1,163,534) (650,811) Adjusted net loss $ (545,631) $ (76,680) Weighted average ordinary shares outstanding, basic and diluted 2,610,315 2,039,690 Basic and diluted net loss per ordinary share $ (0.21) $ (0.04) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Feb. 29, 2020 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 6,325,000 Units at a purchase price of $10.00 per Unit, inclusive of 825,000 Units sold to the underwriters on August 30, 2018 upon the underwriters’ election to fully exercise their over-allotment option. Each Unit consists of one ordinary share and one Public Warrant. Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share and is redeemable by the Company under certain circumstances (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Feb. 29, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriter of the Initial Public Offering (and its designees) purchased an aggregate of 323,750 Private Units at a price of $10.00 per Private Unit, of which 310,000 Private Units were purchased by the Sponsor and 13,750 Private Units were purchased by the underwriter ($3,237,500 in the aggregate). On August 30, 2018, the Company consummated the sale of an additional 35,063 Private Units at a price of $10.00 per Private Unit, of which 33,000 Private Units were sold to the Sponsor and 2,063 Private Units were sold to the underwriter, generating gross proceeds of $350,630. Each Private Unit consists of one Private Share and one redeemable warrant (each, a “Private Warrant”). Each Private Warrant is exercisable to purchase one ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Feb. 29, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In June 2018, the Company issued an aggregate of 1,437,500 founder shares to the Sponsor for an aggregate purchase price of $25,000 in cash. On August 20, 2018, the Company effectuated a 1.1‑for‑1 share dividend resulting in an aggregate of 1,581,250 founder shares outstanding. The founder shares included an aggregate of up to 206,250 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On August 30, 2018, as a result of the underwriters’ election to fully exercise their over-allotment option, 206,250 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination. Convertible Promissory Note – Related Party On February 10, 2020, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company borrowed an aggregate amount of $750,000. Of such amount, $567,182 used to fund the extension loan into the Trust Account and the balance will be used to finance transaction costs in connection with a Business Combination. The loan is non-interest bearing and due to be paid upon the earlier of (i) the consummation of a Business Combination and (ii) the date of the winding up of the Company. The loan is convertible into units at a purchase price of $10.00 per unit. The units would be identical to the Private Units. As of February 29, 2020, there was $750,000 outstanding under the convertible promissory note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Feb. 29, 2020 | |
COMMITMENTS | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 20, 2018, the holders of the founder shares, Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to registration rights. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of 3.50% of the gross proceeds of the Initial Public Offering, or $2,213,750. The deferred fee will be paid in cash only upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Feb. 29, 2020 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Ordinary Shares — The Company is authorized to issue an unlimited number of ordinary shares at no par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. At February 29, 2020 and February 28, 2019, there were 2,704,587 and 2,602,465 ordinary shares issued and outstanding, respectively, excluding 4,964,590 and 5,662,598 ordinary shares subject to possible redemption , respectively. Preferred Shares — The Company is authorized to issue an unlimited number of preferred shares at no par value, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Amended and Restated Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares will allow the Company to issue shares at different times on different terms. At February 29, 2020 and February 28, 2019, there are no preferred shares designated, issued or outstanding. Warrants — The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: · at any time while the Public Warrants are exercisable, · upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, · if, and only if, the reported last sale price of the ordinary shares equals or exceeds $21.00 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and · if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30‑day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Feb. 29, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at February 29, 2020 and February 28, 2019, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: February 29, February 28, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 60,882,949 $ 65,241,920 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Feb. 29, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 29, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of February 29, 2020 and February 28, 2019. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account At February 29, 2020 and February 28, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 29, 2020 and February 28, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. |
Net loss per ordinary share | Net loss per ordinary share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at February 29, 2020 and February 28, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such ordinary shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 6,683,813 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. |
Reconciliation of net loss per ordinary share | Reconciliation of net loss per ordinary share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the Period from March 20, 2018 Year (inception) Ended through February 29, February 28, 2020 2019 Net income $ 617,903 $ 574,131 Less: Income attributable to ordinary shares subject to possible redemption (1,163,534) (650,811) Adjusted net loss $ (545,631) $ (76,680) Weighted average ordinary shares outstanding, basic and diluted 2,610,315 2,039,690 Basic and diluted net loss per ordinary share $ (0.21) $ (0.04) |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recently issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Reconciliation of net loss per ordinary share | For the Period from March 20, 2018 Year (inception) Ended through February 29, February 28, 2020 2019 Net income $ 617,903 $ 574,131 Less: Income attributable to ordinary shares subject to possible redemption (1,163,534) (650,811) Adjusted net loss $ (545,631) $ (76,680) Weighted average ordinary shares outstanding, basic and diluted 2,610,315 2,039,690 Basic and diluted net loss per ordinary share $ (0.21) $ (0.04) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair value assets measured on recurring basis | February 29, February 28, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 60,882,949 $ 65,241,920 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 10, 2020USD ($) | Aug. 30, 2018USD ($)$ / sharesshares | Aug. 23, 2018USD ($)item$ / sharesshares | Feb. 28, 2019USD ($) | Feb. 29, 2020USD ($)$ / shares | Aug. 20, 2018USD ($) |
Proceeds from Issuance of Private Placement | $ 3,588,130 | ||||||
Amount of proceeds from sale of units and private units placed in Trust Account for investing in U.S. government securities | $ 8,415,000 | ||||||
Price per unit as assigned from net proceeds placed in trust account | $ / shares | $ 10.20 | ||||||
Marketable securities held in Trust Account | 64,515,000 | 65,241,920 | $ 60,882,949 | ||||
Proceeds from Issuance or Sale of Equity | 8,600,630 | ||||||
Payments to Acquire Restricted Investments | $ 567,182 | $ 567,182 | 64,515,000 | 567,182 | |||
Sale of Stock Transaction Costs | 4,027,962 | ||||||
Payments for Underwriting Expense | 1,423,125 | ||||||
Deferred Underwriting Fee Payable | 2,213,750 | 2,213,750 | 2,213,750 | ||||
Payments of Stock Issuance Costs | $ 391,087 | 391,087 | |||||
Cash | $ 313,049 | 69,276 | |||||
Minimum Net Intangible Assets Requirement to Proceed With Business Combination | 5,000,001 | ||||||
Number of shares redeemed | shares | 595,886 | ||||||
Redemption of ordinary shares | $ 6,268,796 | $ 6,268,796 | |||||
Share price in redemption | $ / shares | $ 10.52 | ||||||
Amount deposited in trust for each public share | $ / shares | $ 0.099 | ||||||
Percentage of public shares outstanding to be redeemed upon cessation of business | 100.00% | ||||||
Maximum amount held to pay liquidation expenses | $ 50,000 | ||||||
Minimum [Member] | |||||||
Restriction On Redemption Rights For Percentage Of Public Shares | 20.00% | ||||||
Maximum [Member] | |||||||
Period after cessation of operations that public shares outstanding must be redeemed | 5 days | ||||||
Warrant [Member] | |||||||
Number of warrants per unit | 1 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | |||||
Proceeds from Issuance of Private Placement | $ 350,630 | ||||||
IPO | |||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 5,500,000 | ||||||
Sale of Stock, Price Per Share | $ / shares | $ 10 | ||||||
Proceeds from Issuance Initial Public Offering | $ 55,000,000 | ||||||
Number of shares per unit | 1 | ||||||
Amount of proceeds from sale of units and private units placed in Trust Account for investing in U.S. government securities | $ 56,100,000 | ||||||
Deferred Underwriting Fee Payable | $ 2,213,750 | ||||||
Share price in redemption | $ / shares | $ 10.299 | ||||||
IPO | Warrant [Member] | |||||||
Number of warrants per unit | item | 1 | ||||||
Over-Allotment Option [Member] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 825,000 | ||||||
Sale of Stock, Price Per Share | $ / shares | $ 10 | ||||||
Private Placement | |||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 35,063 | 323,750 | |||||
Sale of Stock, Price Per Share | $ / shares | $ 10 | ||||||
Proceeds from Issuance of Private Placement | $ 3,237,500 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) - USD ($) | Feb. 18, 2020 | Feb. 10, 2020 | Feb. 28, 2019 | Feb. 29, 2020 |
LIQUIDITY AND GOING CONCERN | ||||
Cash in operating bank accounts | $ 313,049 | $ 69,276 | ||
Assets Held-in-trust | 60,882,949 | |||
Working capital | 160,793 | |||
Interest income on deposit in the trust | 1,879,000 | |||
Proceeds from promissory notes - related party | $ 750,000 | 750,000 | ||
Investment of cash into Trust Account | $ 567,182 | $ 567,182 | $ 64,515,000 | $ 567,182 |
Conversion price of a share | $ 10 | |||
Convertible promissory note - related party | $ 750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 29, 2020 | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Net income | $ 574,131 | $ 617,903 | |
Less: Income attributable to ordinary shares subject to possible redemption | (650,811) | (1,163,534) | |
Adjusted net loss | $ (76,680) | $ (545,631) | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 2,039,690 | 2,610,315 |
Basic and diluted net loss per ordinary share | [2] | $ (0.04) | $ (0.21) |
[1] | Excludes an aggregate of up to 4,964,590 and 5,662,598 shares subject to possible redemption at February 29, 2020 and February 28, 2019 , respectively. | ||
[2] | Excludes interest income of $1,163,534 and $650,811 attributable to shares subject to possible redemption for the year ended February 29, 2020 and for the period from March 20, 2018 (inception) through February 28, 2019, respectively (see Note 3). |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 12 Months Ended |
Feb. 29, 2020USD ($)shares | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | |
Unrecognized Tax Benefits | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
Tax provision | 0 |
Deferred Tax Assets, Net, Classification [Abstract] | |
Deferred tax assets | 0 |
Net loss per ordinary share | |
Cash, FDIC Insured Amount | $ 250,000 |
Warrant [Member] | |
Net loss per ordinary share | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 6,683,813 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Aug. 30, 2018USD ($)$ / sharesshares | Aug. 23, 2018itemUSD ($)$ / sharesshares | Feb. 28, 2019shares |
Warrant [Member] | |||
Number of warrants per unit | $ | 1 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | |
IPO | |||
Issuance of ordinary shares to initial shareholder (in shares) | 6,325,000 | ||
Sale of Stock, Number of Shares Issued in Transaction | 5,500,000 | ||
Sale of Stock, Price Per Share | $ / shares | $ 10 | ||
Number of shares per unit | $ | 1 | ||
IPO | Warrant [Member] | |||
Number of warrants per unit | item | 1 | ||
Over-Allotment Option [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 825,000 | ||
Sale of Stock, Price Per Share | $ / shares | $ 10 | ||
Ordinary Shares | |||
Number of shares per unit | $ | 1 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | Aug. 30, 2018USD ($)$ / sharesshares | Aug. 23, 2018USD ($)$ / sharesshares | Feb. 28, 2019USD ($) |
Proceeds from Issuance of Private Placement | $ 3,588,130 | ||
Private warrant | |||
Number of warrants per unit | 1 | ||
Warrant exercise price | $ / shares | $ 11.50 | ||
Warrant [Member] | |||
Proceeds from Issuance of Private Placement | $ 350,630 | ||
Number of warrants per unit | 1 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | ||
Warrant exercise price | $ / shares | $ 11.50 | $ 11.50 | |
Private Placement | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 35,063 | 323,750 | |
Sale of Stock, Price Per Share | $ / shares | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 3,237,500 | ||
Private Placement | Sponsor | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 33,000 | 310,000 | |
Private Placement | Underwriter [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 2,063 | 13,750 | |
Private share | |||
Number of shares per unit | 1 | ||
Ordinary Shares | |||
Number of shares per unit | 1 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | ||
Ordinary Shares | Private warrant | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Feb. 18, 2020 | Feb. 10, 2020 | Aug. 20, 2018 | Jun. 30, 2018 | Feb. 28, 2019 | Feb. 29, 2020 | Aug. 30, 2018 |
Related Party Transaction [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||
Founder Shares Dividend Ratio | 1.1 | ||||||
Threshold number of specified trading days the closing price of ordinary shares must meet or exceed $12.00 per share, as adjusted for stock splits, stock dividends, reorganizations and recapitalizations, within a specified consecutive trading period to trigger sponsor ability to transfer, assign or sell founder shares | 20 days | ||||||
Threshold period of specified consecutive trading days within which closing stock price must exceed $12.00 per share for specified number of trading days to trigger sponsor's ability to transfer, assign or sell founder shares | 30 days | ||||||
Number of days after a business combination the threshold number of specified trading days within a specified consecutive trading period will trigger the closing price of ordinary shares requirement for the sponsor to transfer, assign or sell founder shares | 150 days | ||||||
Proceeds from promissory notes - related party | $ 750,000 | $ 750,000 | |||||
Investment of cash into Trust Account | $ 567,182 | $ 567,182 | $ 64,515,000 | $ 567,182 | |||
Conversion price of a share | $ 10 | ||||||
Convertible promissory note - related party | $ 750,000 | ||||||
Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Closing price for any 20 trading days within any 30-trading day period commencing 150 days after a business combination for the sponsor to be able to transfer, assign or sell any founder shares | $ 12 | ||||||
Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Conversion Original Debt to be Converted Amount | $ 1,500,000 | ||||||
Sponsor | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period after the consummation of a business combination the sponsor has agreed not to transfer, assign or sell founder shares | 1 year | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Founder Shares Outstanding | 1,581,250 | ||||||
Portion Of Shares Held By Sponsor | 20.00% | ||||||
Founder Shares No Longer Subject To Forfeiture | 206,250 | ||||||
Founder Shares [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Founder Shares Subject to Forfeiture | 206,250 | ||||||
Founder Shares [Member] | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued | 1,437,500 | ||||||
Proceeds from Issuance of Common Stock | $ 25,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Aug. 20, 2018USD ($)item | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($) | Aug. 30, 2018USD ($) |
Portion Of Shareholders Entitled With Three Demands | 25.00% | |||
Maximum Number Of Demands To Register Securities | item | 3 | |||
Deferred Underwriting Fee Payable | $ 2,213,750 | $ 2,213,750 | $ 2,213,750 | |
IPO | ||||
Deferred Underwriting Fee Percentage | 3.50% | |||
Deferred Underwriting Fee Payable | $ 2,213,750 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | Mar. 31, 2018$ / sharesshares | May 31, 2018$ / sharesshares | Feb. 28, 2019$ / sharesshares | Feb. 29, 2020Voteclass$ / sharesshares |
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited | Unlimited | Unlimited |
Common Stock, No Par Value | $ / shares | $ 0 | |||
Number Of Votes Per Ordinary Share | Vote | 1 | |||
Common Stock, Shares, Issued | 2,602,465 | 2,704,587 | ||
Common Stock, Shares, Outstanding | 2,602,465 | 2,704,587 | ||
Temporary Equity, Shares Issued | 5,662,598 | 4,964,590 | ||
Preferred Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited | Unlimited | Unlimited |
Preferred Stock, No Par Value | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 |
Preferred Stock, Shares Designated | 0 | 0 | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 |
Period From The Effective Date When Public Warrants Become Exercisable | 12 months | |||
Expiration period of warrants | 5 years | |||
Warrant Redemption Price Per Warrant | $ / shares | $ 0.01 | |||
Minimum Prior Written Notice Of Redemption To Public Warrant Holders | 30 days | |||
Preferred Stock [Member] | ||||
Number Of Classes Of Preferred Stock | class | 5 | |||
Warrant [Member] | ||||
Minimum last sale price of ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to notice of redemption to public warrant holders | $ / shares | $ 21 | |||
Threshold number of trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to public warrant holders the price must meet or exceed $21.00 per share | 20 days | |||
Threshold number of consecutive trading days ending on the third trading day prior to the notice of redemption to public warrant holders the last sale price of ordinary shares must meet or exceed threshold price | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 60,882,949 | $ 65,241,920 |