Reviva Pharmaceuticals (RVPH) 10-Q 14 Jan 21 2020 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Nov. 30, 2020	Jan. 14, 2021
Document And Entity Information [Abstract]
Document Type	10-Q
Entity Registrant Name	REVIVA PHARMACEUTICALS HOLDINGS, INC.
Entity Central Index Key	0001742927
Document Period End Date	Nov. 30, 2020
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--02-28
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		9,231,737
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Title of 12(b) Security	Common Stock

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Nov. 30, 2020	Feb. 29, 2020
Current Assets
Cash	$ 36,595	$ 69,276
Prepaid expenses and other current assets	7,617	69,584
Total Current Assets	44,212	138,860
Marketable securities held in Trust Account	34,649,855	60,882,949
Total Assets	34,694,067	61,021,809
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses	859,801	299,653
Total Current Liabilities	859,801	299,653
Convertible promissory note - related party	1,975,000	750,000
Deferred underwriting fee payable	2,213,750	2,213,750
Total Liabilities	5,048,551	3,263,403
Commitments (Note 7)
Ordinary shares subject to possible redemption, 2,328,425 and 4,964,590 shares at redemption value at August 31, 2020 and February 29, 2020, respectively	24,645,506	52,758,399
Shareholders' Equity
Preferred shares, no par value; unlimited shares authorized, none issued and outstanding	0	0
Ordinary shares, no par value; unlimited shares authorized; 2,806,128 and 2,704,587 shares issued and outstanding (excluding 2,328,425 and 4,964,590 shares subject to possible redemption) at August 31, 2020 and February 29, 2020, respectively	4,827,981	3,807,973
Retained earnings	172,029	1,192,034
Total Shareholders' equity	5,000,010	5,000,007
Total Liabilities and Shareholders' Equity	$ 34,694,067	$ 61,021,809

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Nov. 30, 2020	Feb. 29, 2020	Nov. 30, 2019
CONDENSED CONSOLIDATED BALANCE SHEETS
Temporary Equity, Shares Issued	2,264,955	4,964,590	5,641,801
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited	Unlimited
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, No Par Value	$ 0	$ 0
Common Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited	Unlimited
Common Stock, Shares, Issued	2,859,476	2,704,587
Common Stock, Shares, Outstanding	2,859,476	2,704,587

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended				9 Months Ended
	Nov. 30, 2020		Nov. 30, 2019		Nov. 30, 2020	Nov. 30, 2019
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Operating costs	$ 352,007		$ 166,022		$ 1,142,872	$ 331,267
Loss from operations	(352,007)		(166,022)		(1,142,872)	(331,267)
Other income:
Interest income	3,800		323,704		122,867	1,074,188
Unrealized gain on marketable securities held in Trust Account			(20,874)		0	6,633
Net (loss) income	$ (348,207)		$ 136,808		$ (1,020,005)	$ 749,554
Weighted average ordinary shares outstanding, basic and diluted	2,806,128	[1]	2,610,490	[1]	2,751,017	2,606,031
Basic and diluted net loss per ordinary share	$ (0.13)	[2]	$ (0.05)	[2]	$ (0.40)	$ (0.08)
[1]	Excludes an aggregate of up to 2,264,955 and 5,641,801 shares subject to possible redemption at November 30,2020 and 2019 , respectively.
[2]	Excludes interest income of $2,703 and $87,395 attributable to shares subject to possible redemption for the three and nine months ended November 30, 2020, respectively, and $270,124 and $964,092 for the three and nine months ended November 30, 2019,respectively (see Note 3).

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2020	Nov. 30, 2019	Nov. 30, 2020	Nov. 30, 2019	Feb. 29, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Temporary Equity, Shares Issued	2,264,955	5,641,801	2,264,955	5,641,801	4,964,590
Temporary Equity, Accretion to Redemption Value, Adjustment	$ 2,703	$ 270,124	$ 87,395	$ 964,092

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Ordinary Shares	Retained Earnings	Total
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	$ (338,425)	0	(338,425)
Change in value of ordinary shares subject to possible redemption (in shares)	2,721
Net (loss) income	$ 0	338,426	338,426
Balance at May. 31, 2019	$ 4,087,452	912,557	5,000,009
Balance (in shares) at May. 31, 2019	2,605,186
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]
Net (loss) income			749,554
Balance at Nov. 30, 2019	$ 3,676,321	1,323,685	5,000,006
Balance (in shares) at Nov. 30, 2019	2,623,262
Balance at May. 31, 2019	$ 4,087,452	912,557	5,000,009
Balance (in shares) at May. 31, 2019	2,605,186
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of ordinary shares subject to possible redemption	$ (274,324)		(274,324)
Change in value of ordinary shares subject to possible redemption (in shares)	5,304
Net (loss) income		274,320	274,320
Balance at Aug. 31, 2019	$ 3,813,128	1,186,877	5,000,005
Balance (in shares) at Aug. 31, 2019	2,610,490
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of ordinary shares subject to possible redemption	$ (136,807)		(136,807)
Change in value of ordinary shares subject to possible redemption (in shares)	12,772
Net (loss) income		136,808	136,808
Balance at Nov. 30, 2019	$ 3,676,321	1,323,685	5,000,006
Balance (in shares) at Nov. 30, 2019	2,623,262
Balance at Feb. 29, 2020	$ 3,807,973	1,192,034	5,000,007
Balance (in shares) at Feb. 29, 2020	2,704,587
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of ordinary shares subject to possible redemption	$ 155,761	0	155,761
Change in value of ordinary shares subject to possible redemption (in shares)	38,348
Net (loss) income	$ 0	(155,766)	(155,766)
Balance at May. 31, 2020	$ 3,963,734	1,036,268	5,000,002
Balance (in shares) at May. 31, 2020	2,742,935
Balance at Feb. 29, 2020	$ 3,807,973	1,192,034	5,000,007
Balance (in shares) at Feb. 29, 2020	2,704,587
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income			(1,020,005)
Balance at Nov. 30, 2020	$ 4,827,981	172,029	5,000,010
Balance (in shares) at Nov. 30, 2020	2,859,476
Balance at May. 31, 2020	$ 3,963,734	1,036,268	5,000,002
Balance (in shares) at May. 31, 2020	2,742,935
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of ordinary shares subject to possible redemption	$ 516,032		516,032
Change in value of ordinary shares subject to possible redemption (in shares)	63,193
Net (loss) income		(516,032)	(516,032)
Balance at Aug. 31, 2020	$ 4,479,766	520,236	5,000,002
Balance (in shares) at Aug. 31, 2020	2,806,128
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of ordinary shares subject to possible redemption	$ 348,215		348,215
Change in value of ordinary shares subject to possible redemption (in shares)	53,348
Net (loss) income		(348,207)	(348,207)
Balance at Nov. 30, 2020	$ 4,827,981	$ 172,029	$ 5,000,010
Balance (in shares) at Nov. 30, 2020	2,859,476

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Cash Flows from Operating Activities:
Net (loss) income	$ (1,020,005)	$ 749,554
Adjustments to reconcile net(loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(122,867)	(1,074,188)
Unrealized gain on marketable securities held in Trust Account	0	(6,633)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	61,967	75,474
Accounts payable and accrued expenses	560,148	77,052
Net cash used in operating activities	(520,757)	(178,741)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(736,924)	0
Cash withdrawn from Trust Account for redemptions	27,092,885	0
Net cash provided by investing activities	26,355,961	0
Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party	1,225,000	0
Redemption of ordinary shares	(27,092,885)	0
Net cash used in financing activities	(25,867,885)	0
Net Change in Cash	(32,681)	(178,741)
Cash - Beginning	69,276	313,049
Cash - Ending	36,595	134,308
Non-Cash investing and financing activities:
Change in value of ordinary shares subject to possible redemption	$ (1,020,008)	$ 749,556

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Nov. 30, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Reviva Pharmaceuticals Holdings, Inc., formerly known as Tenzing Acquisition Corp. (the “Company”) was 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. Business Combination On December 14, 2020 (the "Closing Date"), the business combination (the "Closing") contemplated by the previously announced Agreement and Plan of Merger, dated as of July 20, 2020 (as amended, the "Merger Agreement"), by and among Tenzing, Reviva and the other parties named therein was consummated. On December 11, 2020, in advance of and in connection with the Closing, and pursuant to the terms of the Merger Agreement, Tenzing changed its jurisdiction of organization by continuing out of the British Virgin Islands and re-domiciling to a corporation incorporated under the laws of the State of Delaware (the "Domestication"), upon which Tenzing changed its name to "Reviva Pharmaceuticals Holdings, Inc." and adopted a certificate of incorporation (the "Interim Charter") and bylaws (the "Bylaws"). In connection with the Closing, holders of 2,221,128 the Ordinary Shares, no par value (the “Ordinary Shares”), exercised their right to redeem those shares in accordance with the Company's organizational documents, as amended, for cash at a price of approximately $10.88 per Ordinary Share, for an aggregate of approximately $24.2 million. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, (i) all shares of Reviva common stock and Reviva preferred stock (together, "Reviva Stock") issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) converted into the right to receive shares of common stock of the Company (as defined below), par value $0.0001 per share ("Common Stock"); (ii) each issued and outstanding warrant to acquire shares of Reviva common stock were assumed by the Company and automatically converted into a warrant for Common Stock, with its price and number of shares equitably adjusted based on the terms of the Merger Agreement (each, an "Assumed Warrant"); and (iii) each outstanding option to acquire Reviva common stock (whether vested or unvested) were assumed by the Company and automatically converted into an option to acquire shares of Common Stock, with its price and number of shares equitably adjusted based on the terms of the Merger Agreement (each, an "Assumed Option"). In connection with the Closing, (i) pursuant to the Domestication and the Merger Agreement, (a) an aggregate of 2,903,303 Ordinary Shares of Tenzing were exchanged for an equivalent number of shares of Common Stock, (b) warrants to acquire an aggregate of 6,325,000 Ordinary Shares of Tenzing were exchanged for warrants to acquire an equivalent number of shares of Common Stock, and (c) warrants to acquire an aggregate of 358,813 Ordinary Shares of Tenzing were exchanged for warrants to acquire an equivalent number of shares of Common Stock; (ii) pursuant to the Merger Agreement, (a) an aggregate of 5,734,621 shares of Common Stock were issued as Merger Consideration in exchange for the shares of Reviva Stock outstanding as of immediately prior to the Effective Time, (b) Assumed Warrants to acquire shares of Reviva Stock were automatically converted into warrants to acquire an aggregate of 126,268 shares of Common Stock, and (c) Assumed Options to acquire shares of Reviva Stock were automatically converted into options to acquire an aggregate of 65,471 shares of Common Stock; (iii) 300,000 shares were issued pursuant to a side letter (the "Side Letter Shares"); (iv) 197,500 shares of the Company's Common Stock (the "Working Capital Shares") and warrants to purchase 197,500 shares of the Company's Common Stock (the "Working Capital Warrants") were issued pursuant to the conversion of the Working Capital Loans (as defined below); (v) the 55,050 Shareholder Additional Shares were issued pursuant to a Non-Redemption Agreement; and (vi) 41,263 shares of Common Stock (the "Additional Backstop Shares") were issued to certain investors (the "Backstop Investors"). Immediately after giving effect to the above events that occurred at the Closing, there were an aggregate of 9,231,737 shares of Common Stock outstanding, warrants to acquire an aggregate of 7,007,581 shares of Common Stock outstanding, and 65,471 shares of Common Stock subject to equity awards outstanding under the 2006 Plan. In addition to the Merger consideration set forth above, the Reviva Stockholders also have a contingent right to receive certain earnout shares (the "Earnout Shares") after the Closing based on the stock price performance of the Company's common stock and the achievement by Reviva of certain clinical trial milestones during the earnout period. The Merger, together with the foregoing transactions, are collectively referred to as the “Business Combination.” Business Prior to the Business Combination Prior to the Business Combination, the Company's only subsidiary was Tenzing Merger Subsidiary Inc. ("Merger Sub"). All activity through November 30, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a business combination and consummating the acquisition of Reviva Pharmaceuticals, Inc. ("Reviva"). The registration statement for the Company’s 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 3. 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 4. 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”) and 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 November 30, 2020, there was $36,595 of cash held outside of the Trust Account and available for working capital purposes.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Nov. 30, 2020
GOING CONCERN
GOING CONCERN	NOTE 2. GOING CONCERN As of November 30, 2020, the Company had $36,595 in its operating bank accounts, $34,649,855 in securities held in the Trust Account and a working capital deficit of $815,589. On December 14, 2020, the Closing by and among Tenzing, Reviva and the other parties named therein under the Merger Agreement was consummated. Reviva’s management intends to continue its clinical trials and research efforts and to finance operations of the Company through convertible promissory notes or equity financings. 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. 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	9 Months Ended
	Nov. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 29, 2020 as filed with the SEC on May 4, 2020, which contains the audited financial statements and notes thereto. The financial information as of February 29, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended February 29, 2020. The interim results for the three and nine months ended November 30, 2020 are not necessarily indicative of the results to be expected for the year ending February 28, 2021 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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, and 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 the condensed consolidated 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 November 30, 2020 and February 29, 2020. Marketable Securities Held in Trust Account At November 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which invest in U.S. Treasury securities. At February 29, 2020, substantially all of 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 condensed consolidated 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 November 30, 2020 and February 29, 2020. 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 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. As such, the Company’s tax provision was zero for the periods presented. 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 November 30, 2020 and 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 (loss) 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: Three Months Ended Nine Months Ended November 30, November 30, 2020 2019 2020 2019 Net (loss) income $ (348,207) $ 136,808 $ (1,020,005) $ 749,554 Less: Income attributable to ordinary shares subject to possible redemption (2,703) (270,124) (87,395) (964,092) Adjusted net loss $ (350,910) $ (133,316) $ (1,107,400) $ (214,538) Weighted average ordinary shares outstanding, basic and diluted 2,806,128 2,610,490 2,751,017 2,606,031 Basic and diluted net loss per ordinary share $ (0.13) $ (0.05) $ (0.40) $ (0.08) 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 Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated 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 standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Nov. 30, 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	9 Months Ended
	Nov. 30, 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	9 Months Ended
	Nov. 30, 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 Notes – Related Party 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 was used to fund the extension loan into the Trust Account and the balance was used to finance transaction costs in connection with a Business Combination. During the nine months ended November 30, 2020, the Company issued the Sponsor additional convertible promissory notes, pursuant to which the Company borrowed an aggregate amount of $1,225,000. Of such amounts, $631,841 was used to fund the extension loans into the Trust Account and the balance will be used to finance transaction costs in connection with a Business Combination. The loans are 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 loans are convertible into units at a purchase price of $10.00 per unit. The units would be identical to the Private Units. On September 24, 2020, the Company issued another convertible promissory note with the Sponsor, pursuant to which the Company borrowed an aggregate amount of $350,000. Of such amount, $105,084 was used to fund the Fourth 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; conversions greater than $75,000 are subject to shareholder approval. The units would be identical to the Private Units. On November 12, 2020, the company issued another convertible promissory note with the Sponsor, pursuant to which the company borrowed an aggregate amount of $200,000. Of such amount, $105,084 was used to fund the Fifth Extension loan into the Trust Account and the balance will be used to finance transaction cost in connection with a Business Combination. The 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 on the Company. The loan is convertible into units at a purchase price of $10.00 per unit; conversions greater than $75,000 are subject to shareholder approval. This units would be identical to the Private Units. As of November 30, 2020, there was $1,975,000 outstanding under the convertible promissory notes. On December 14, 2020, in connection with the Business Combination, the Sponsor elected to have the Working Capital Loans converted, pursuant to the terms of the Working Capital Loans, into Private Placement Units, resulting in the issuance of an aggregate of 197,500 Working Capital Shares and 197,500 Working Capital Warrants (together with the Working Capital Shares, the “Conversion Securities”). Upon issuance of the Conversion Securities all of the existing obligations of the company under the Working Capital Loans were satisfied in full and irrevocably discharged, terminated and released, and the Sponsor retained no rights with respect to such Working Capital Loans, other than the registration rights provided pursuant to such working capital loans. 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. On December 8, 2020 the company’s shareholders approved a proposal to permit the Sponsor convert an additional $500,000 of the notes 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	9 Months Ended
	Nov. 30, 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 and shares only upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The deferred fee was partially paid in cash in the amount of $100,000, with the balance settled through the issuance of 300,000 shares of common stock valued at $2,113,750, upon the closing of the Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The Transactions will be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions as further described in the Merger Agreement.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	9 Months Ended
	Nov. 30, 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 November 30, 2020 and February 29, 2020, there were 2,859,476 and 2,704,587 ordinary shares issued and outstanding, respectively, excluding 2,264,955 and 4,964,590 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 November 30, 2020 and February 29, 2020, 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	9 Months Ended
	Nov. 30, 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 the Company’s 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 November 30, 2020 and February 29, 2020, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: November 30, February 29, Description Level 2020 2020 Assets: Marketable securities held in Trust Account 1 $ 34,649,855 $ 60,882,949

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Nov. 30, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS As described in Note 1, the Company completed the Business Combination on December 14, 2020. As described in Note 5, the Company’s shareholders approved a proposal to permit the Sponsor to convert an additional $500,000 of notes upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit on December 8, 2020. On December 14, 2020, upon issuance of the Conversion Securities all of the existing obligations of the Company under the Working Capital Loans were satisfied in full and irrevocably discharged, terminated and released, and the Sponsor retained no rights with respect to such Working Capital Loans, other than the registration rights provided pursuant to such Working Capital Loans .

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Nov. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 29, 2020 as filed with the SEC on May 4, 2020, which contains the audited financial statements and notes thereto. The financial information as of February 29, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended February 29, 2020. The interim results for the three and nine months ended November 30, 2020 are not necessarily indicative of the results to be expected for the year ending February 28, 2021 or for any future interim periods.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
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, and 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 the condensed consolidated 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 November 30, 2020 and February 29, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At November 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which invest in U.S. Treasury securities. At February 29, 2020, substantially all of 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 condensed consolidated 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 November 30, 2020 and February 29, 2020. 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 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. As such, the Company’s tax provision was zero for the periods presented.
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 November 30, 2020 and 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 (loss) 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: Three Months Ended Nine Months Ended November 30, November 30, 2020 2019 2020 2019 Net (loss) income $ (348,207) $ 136,808 $ (1,020,005) $ 749,554 Less: Income attributable to ordinary shares subject to possible redemption (2,703) (270,124) (87,395) (964,092) Adjusted net loss $ (350,910) $ (133,316) $ (1,107,400) $ (214,538) Weighted average ordinary shares outstanding, basic and diluted 2,806,128 2,610,490 2,751,017 2,606,031 Basic and diluted net loss per ordinary share $ (0.13) $ (0.05) $ (0.40) $ (0.08)
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 Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated 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 standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.
Risk and Uncertainties	Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Nov. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Reconciliation of net loss per ordinary share	Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three Months Ended Nine Months Ended November 30, November 30, 2020 2019 2020 2019 Net (loss) income $ (348,207) $ 136,808 $ (1,020,005) $ 749,554 Less: Income attributable to ordinary shares subject to possible redemption (2,703) (270,124) (87,395) (964,092) Adjusted net loss $ (350,910) $ (133,316) $ (1,107,400) $ (214,538) Weighted average ordinary shares outstanding, basic and diluted 2,806,128 2,610,490 2,751,017 2,606,031 Basic and diluted net loss per ordinary share $ (0.13) $ (0.05) $ (0.40) $ (0.08)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Nov. 30, 2020
FAIR VALUE MEASUREMENTS
Schedule of Fair value assets measured on recurring basis	November 30, February 29, Description Level 2020 2020 Assets: Marketable securities held in Trust Account 1 $ 34,649,855 $ 60,882,949

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Nov. 12, 2020USD ($)	Sep. 24, 2020USD ($)	Feb. 10, 2019USD ($)	Aug. 30, 2018USD ($)$ / sharesshares	Aug. 23, 2018USD ($)$ / sharesshares	Aug. 31, 2020USD ($)	Nov. 30, 2020USD ($)item$ / sharesshares	Nov. 30, 2019USD ($)	Feb. 29, 2020USD ($)shares	Aug. 20, 2018USD ($)
Sale of Stock, Consideration Received on Transaction | $				$ 8,415,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares							$ 11.50
Marketable securities held in Trust Account | $				64,515,000			$ 34,649,855		$ 60,882,949
Payments to Acquire Restricted Investments | $	$ 105,084	$ 105,084	$ 567,182			$ 631,841	736,924	$ 0
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
Cash | $							36,595		$ 69,276
Redemption of ordinary shares | $							$ 27,092,885	$ 0
Share price in redemption | $ / shares				$ 10.20
Number of shares of Common Stock outstanding							2,859,476		2,704,587
Closing
Share price in redemption | $ / shares							$ 10.88
Number of Ordinary Shares							2,221,128
Common Stock, Par or Stated Value Per Share | $ / shares							$ 0.0001
Number of ordinary shares aggregate value | $							$ 24,200,000
Number of shares of Common Stock outstanding							9,231,737
Number of shares of Common Stock outstanding, warrants							7,007,581
Number of shares of Common Stock outstanding, equity awards							65,471
Domestication and Merger Agreement
Number of Ordinary Shares exchanged							2,903,303
Number of shares for warrants to acquire Ordinary Shares exchanged							6,325,000
Number of shares for additional warrants to acquire Ordinary Shares exchanged							358,813
Merger Agreement
Number of shares of Common Stock issued as Merger Consideration							5,734,621
Number of shares for warrants to acquire Common Stock							126,268
Number of options to acquire Common Stock							65,471
Number of Side Letter Shares issued							300,000
Number of Working Capital Shares issued							197,500
Number of Working Capital Warrants issued							197,500
Number of Shareholder Additional Shares issued							55,050
Number of Additional Backstop Shares issued							41,263
Warrant [Member]
Number of warrants per unit | item							1
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 11.50
IPO [Member]
Sale of Stock, Number of Shares Issued in Transaction				825,000	5,500,000		6,325,000
Sale of Stock, Price Per Share | $ / shares				$ 10	$ 10
Proceeds from Issuance Initial Public Offering | $					$ 55,000,000
Number of shares per unit | item							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
Price per unit as assigned from net proceeds placed in trust account | $ / shares					$ 10.20
Deferred Underwriting Fee Payable | $										$ 2,213,750
IPO [Member] | 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
Proceeds from Issuance or Sale of Equity | $				$ 8,600,630
Private Placement
Sale of Stock, Number of Shares Issued in Transaction				35,063	323,750
Sale of Stock, Price Per Share | $ / shares				$ 10	$ 10
Proceeds from Issuance of Private Placement | $				$ 350,630	$ 3,237,500

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	Nov. 30, 2020	Feb. 29, 2020
GOING CONCERN
Cash in operating bank accounts	$ 36,595	$ 69,276
Securities held in trust	34,649,855
Working capital	$ 815,589

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended								9 Months Ended
	Nov. 30, 2020		Aug. 31, 2020	May 31, 2020	Nov. 30, 2019		Aug. 31, 2019	May 31, 2019	Nov. 30, 2020	Nov. 30, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net (loss) income	$ (348,207)		$ (516,032)	$ (155,766)	$ 136,808		$ 274,320	$ 338,426	$ (1,020,005)	$ 749,554
Less: Income attributable to ordinary shares subject to possible redemption	(2,703)				(270,124)				(87,395)	(964,092)
Adjusted net loss	$ (350,910)				$ (133,316)				$ (1,107,400)	$ (214,538)
Weighted average ordinary shares outstanding, basic and diluted	2,806,128	[1]			2,610,490	[1]			2,751,017	2,606,031
Basic and diluted net loss per ordinary share	$ (0.13)	[2]			$ (0.05)	[2]			$ (0.40)	$ (0.08)
[1]	Excludes an aggregate of up to 2,264,955 and 5,641,801 shares subject to possible redemption at November 30,2020 and 2019 , respectively.
[2]	Excludes interest income of $2,703 and $87,395 attributable to shares subject to possible redemption for the three and nine months ended November 30, 2020, respectively, and $270,124 and $964,092 for the three and nine months ended November 30, 2019,respectively (see Note 3).

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	9 Months Ended
	Nov. 30, 2020	Feb. 29, 2020
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract]
Unrecognized Tax Benefits	$ 0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Tax provision	0
Net loss per ordinary share
Federal depository insurance coverage	$ 250,000
Warrant [Member] | IPO [Member]
Net loss per ordinary share
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,683,813

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Aug. 30, 2018$ / sharesshares	Aug. 23, 2018$ / sharesshares	Nov. 30, 2020item$ / sharesshares
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11.50
Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Number Of Warrants Contained In Each Unit Sold | item			1
IPO [Member]
Sale of Stock, Number of Shares Issued in Transaction | shares	825,000	5,500,000	6,325,000
Sale of Stock, Price Per Share	$ 10	$ 10
Number Of Shares Contained In Each Unit Sold | item			1
IPO [Member] | Warrant [Member]
Number Of Warrants Contained In Each Unit Sold | item			1
Over-Allotment Option [Member]
Sale of Stock, Number of Shares Issued in Transaction | shares	825,000
Sale of Stock, Price Per Share	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	Aug. 30, 2018USD ($)item$ / sharesshares	Aug. 23, 2018USD ($)$ / sharesshares	Nov. 30, 2020item$ / shares
Warrant exercise price | $ / shares			$ 11.50
Private warrant
Sale of Stock, Price Per Share | $ / shares		$ 10
Number of warrants per unit | item	1
Warrant [Member]
Number of warrants per unit | item			1
Warrant exercise price | $ / shares	$ 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	$ 10
Proceeds from Issuance of Private Placement | $	$ 350,630	$ 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 | 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 ($)

Dec. 14, 2020

Dec. 08, 2020

Nov. 12, 2020

Sep. 24, 2020

Feb. 10, 2019

Aug. 30, 2018

Aug. 30, 2018

Aug. 20, 2018

Jun. 30, 2018

Aug. 31, 2020

Nov. 30, 2020

Nov. 30, 2019

Feb. 29, 2020

Feb. 10, 2020

Related Party Transaction [Line Items]

Founder Shares Forfeiture Description

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.

Description Of Sale Of Founder Shares

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.

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

$ 200,000

$ 350,000

$ 750,000

$ 1,225,000

$ 1,225,000

$ 0

Investment of cash into Trust Account

$ 105,084

$ 105,084

$ 567,182

$ 631,841

$ 736,924

$ 0

Conversion price of a share

$ 10

$ 10

$ 10

$ 10

Convertible debt

$ 75,000

$ 75,000

Convertible promissory note - related party

$ 1,975,000

$ 750,000

Debt conversion original debt to be converted amount

$ 1,500,000

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

Founder Shares [Member]

Related Party Transaction [Line Items]

Shares issued

1,437,500

Proceeds from Issuance of Common Stock

$ 25,000

Founder Shares Dividend Ratio

1.1-for-1

Founder Shares Outstanding

1,581,250

Over-Allotment Option [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Shares issued

206,250

206,250

Portion Of Shares Held By Sponsor

20.00%

Subsequent event

Related Party Transaction [Line Items]

Conversion price of a share

$ 10

Debt conversion original debt to be converted amount

$ 500,000

Working capital shares

197,500

Working capital warrants

197,500

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	Aug. 20, 2018	Nov. 30, 2020	Feb. 29, 2020	Aug. 30, 2018
Other Commitments [Line Items]
Portion Of Shareholders Entitled With Three Demands	25.00%
Deferred Underwriting Fee Payable		$ 2,213,750	$ 2,213,750	$ 2,213,750
Deferred fee paid in cash		$ 100,000
Deferred fee paid in stock, shares issued		300,000
Deferred fee paid in stock		$ 2,113,750
IPO [Member]
Other Commitments [Line Items]
Deferred Underwriting Fee Percentage	3.50%
Deferred Underwriting Fee Payable	$ 2,213,750

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details)	9 Months Ended	12 Months Ended
	Nov. 30, 2020Vote$ / sharesshares	Feb. 29, 2020$ / sharesshares	Nov. 30, 2019shares
Common Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited	Unlimited
Common Stock, No Par Value | $ / shares	$ 0	$ 0
Number Of Votes Per Ordinary Share | Vote	1
Common Stock, Shares, Issued	2,859,476	2,704,587
Common Stock, Shares, Outstanding	2,859,476	2,704,587
Temporary Equity, Shares Issued	2,264,955	4,964,590	5,641,801
Preferred Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited	Unlimited
Preferred Stock, No Par Value | $ / shares	$ 0	$ 0
Preferred Stock, Shares Designated	0	0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Warrant [Member]
Expiration period of warrants	5 years
Warrant Redemption Price Per Warrant | $ / shares	$ 0.01
Minimum Sale Price of Common Stock | $ / shares	$ 21

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Nov. 30, 2020	Feb. 29, 2020
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 34,649,855	$ 60,882,949

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Dec. 08, 2020	Nov. 30, 2020	Nov. 12, 2020	Sep. 24, 2020	Feb. 10, 2020
Subsequent events [Line Items]
Debt conversion original debt to be converted amount		$ 1,500,000
Conversion price of a share		$ 10	$ 10	$ 10	$ 10
Subsequent event
Subsequent events [Line Items]
Debt conversion original debt to be converted amount	$ 500,000
Conversion price of a share	$ 10