Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | EdtechX Holdings Acquisition Corp. | |
Entity Central Index Key | 0001746468 | |
Trading Symbol | EDTX | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 7,906,250 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 555,065 | $ 667,399 |
Prepaid expenses | 88,143 | 63,618 |
Total current assets | 643,208 | 731,017 |
Cash and marketable securities held in Trust Account | 64,905,172 | 64,516,435 |
Total assets | 65,548,380 | 65,247,452 |
Current liabilities: | ||
Accounts payable | 68,871 | 36,522 |
Advances from related party | 85,322 | 85,322 |
Franchise tax payable | 75,792 | 54,192 |
Income tax payable | 148,279 | 55,334 |
Total current liabilities | 378,264 | 231,370 |
Deferred underwriting commissions | 1,225,000 | 1,225,000 |
Total liabilities | 1,603,264 | 1,456,370 |
Commitments | ||
Common stock, $0.0001 par value; 5,761,985 and 5,775,155 shares subject to possible redemption at $10.23 and $10.18 per share at March 31, 2019 and December 31, 2018, respectively | 58,945,107 | 58,791,078 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 25,000,000 shares authorized; 2,144,265 and 2,131,095 shares issued and outstanding (excluding 5,761,985 and 5,775,155 shares subject to possible redemption) at March 31, 2019 and December 31, 2018, respectively | 214 | 213 |
Additional paid-in capital | 4,793,894 | 4,947,924 |
Retained earnings | 205,901 | 51,867 |
Total stockholders' equity | 5,000,009 | 5,000,004 |
Total Liabilities and Stockholders' Equity | $ 65,548,380 | $ 65,247,452 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Temporary equity par value | $ 0.0001 | $ 0.0001 |
Number of shares subject to possible redemption | 5,761,985 | 5,775,155 |
Number of per share subject to possible redemption | $ 10.23 | $ 10.18 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 2,144,265 | 2,131,095 |
Common stock, shares outstanding | 2,144,265 | 2,131,095 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations | 3 Months Ended | |
Mar. 31, 2019USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
General and administrative expenses | $ 120,158 | |
Franchise tax expense | 21,600 | |
Loss from operations | (141,758) | |
Other income (expense): | ||
Interest earned on marketable securities held in Trust | 464,261 | |
Unrealized loss on marketable securities held in Trust Account | (75,524) | |
Income before income tax expense | 246,979 | |
Income tax expense | 92,945 | |
Net income | $ 154,034 | |
Weighted average shares outstanding, basic and diluted | shares | 2,131,095 | [1] |
Basic and diluted net income per share | $ / shares | $ (0.04) | |
[1] | This number excludes an aggregate of up to 5,761,985 shares subject to possible redemption at March 31, 2019. |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations (Parenthetical) | 3 Months Ended |
Mar. 31, 2019shares | |
Income Statement [Abstract] | |
Number of excludes an aggregate shares subject to possible redemption | 5,764,308 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2019 - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings | Total |
Balance at Dec. 31, 2018 | $ 213 | $ 4,947,924 | $ 51,867 | $ 5,000,004 |
Balance, shares at Dec. 31, 2018 | 2,131,095 | |||
Common stock subject to possible redemption | $ 1 | (154,030) | (154,029) | |
Common stock subject to possible redemption, shares | 13,170 | |||
Net income | 154,034 | 154,034 | ||
Balance at Mar. 31, 2019 | $ 214 | $ 4,793,894 | $ 205,901 | $ 5,000,009 |
Balance, shares at Mar. 31, 2019 | 2,144,265 |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 154,034 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (464,261) |
Unrealized loss on securities held in Trust Account | 75,524 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (24,525) |
Accounts payable | 32,349 |
Franchise tax payable | 21,600 |
Income tax payable | 92,945 |
Net cash used in operating activities | (112,334) |
Net decrease in cash | (112,334) |
Cash - beginning of the period | 667,399 |
Cash - end of the period | 555,065 |
Supplemental disclosure of noncash activities: | |
Change in value of common stock subject to possible redemption | $ 154,029 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations EdtechX Holdings Acquisition Corp. (the "Company") was incorporated in Delaware on May 15, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company is focusing its search for target businesses in the education, training and education technology ("edtech") industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company's sponsors are IBIS Capital Sponsor LLC and IBIS Capital Sponsor II LLC, each Delaware limited liability companies (the "Sponsors"). As of March 31, 2019, the Company had not commenced any operations. All activity from inception through March 31, 2019 relates to the Company's formation, the Initial Public Offering described below and, since the closing of the initial public offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The registration statement for the Company's Initial Public Offering was declared effective on October 5, 2018. On October 10, 2018, the Company consummated its initial public offering (the "Initial Public Offering") of 5,500,000 units (each, a "Unit" and collectively, the "Units") at $10.00 per Unit, which is discussed in Note 3. On October 17, 2018, the Company consummated the closing of an additional 825,000 Units sold pursuant to the underwriters' over-allotment option ("Over-allotment") at $10.00 per Unit. Simultaneously with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement ("Private Placement") of 3,780,000 warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants") in a private placement to the Sponsors, the underwriters and Azimut Enterprises Holdings S.r.l. and Cofircont Compagnia Fiduciaria S.r.l., (together, the "Azimut Investors"), generating gross proceeds of $3.78 million (Note 4). The Initial Public Offering and Private Placement generated total gross proceeds of $67.03 million, and the Company incurred offering costs of approximately $3.31 million, inclusive of $1.225 million in minimum deferred underwriting commissions (Note 5). As of March 31, 2019 , the Company had approximately $555,000 in cash held outside of the Trust Account. The Company will provide its "public stockholders", the holders of the outstanding shares of its common stock, sold in the Initial Public Offering (each, a "Public Share"), 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion based on a variety of factors or if the Business Combination would otherwise require a vote. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account plus a pro rata share of interest income, less taxes payable. In such case, the Company will proceed with a Business Combination 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 stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The underwriters have also agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period (defined below) and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 redeeming its shares with respect to more than an aggregate of 20% or more of the common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company's Sponsors, officers and directors (the "initial stockholders") have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company's obligation to allow public shareholders to seek redemption of their Public Shares in connection with a business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. The Company will have until April 10, 2020 to complete an initial Business Combination, or July 10, 2020 if (i) the Company has filed proxy solicitation or tender offer materials in compliance with Regulation 14A or Regulation 14E, respectively, of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission relating to a proposed Business Combination by April 10, 2020 and a Business Combination has not yet been consummated bysuch date and (ii) the last sales price of the Company's common stock equals or exceeds the estimated per-share value of the amount in the Trust Account on April 10, 2020 for any 20 trading days within the 30 trading day period ending March 10, 2020 (such time period referred to as the "Combination Period"). If the Company does not 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 not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.15 per share initially held in the Trust Account. The Company will seek to reduce the possibility that the Sponsors 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. The Sponsors agreed pursuant to a written agreement with the Company that, if the Company liquidates the Trust Account prior to the consummation of a Business Combination, they will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. However, the agreement entered into by the Sponsors specifically provides for two exceptions to the indemnity given: they will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsors to reserve for such indemnification obligations and the Sponsors' only assets are securities of the Company. Therefore, the Company believes it is highly unlikely that the Sponsors would be able to satisfy those obligations. None of the Company's officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the Trust Account are reduced below $10.15 per public share and the Sponsors assert that they are unable to satisfy their obligations (such as if they claim they do not have sufficient funds to satisfy such indemnification obligations), or that they have no indemnification obligations related to a particular claim at all, the Company's independent directors would determine whether to take legal action against the Sponsors to enforce such indemnification obligations. It is possible that the Company's independent directors in exercising their business judgment may choose not to do so in any particular instance. If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the public stockholders may be reduced below $10.15 per share. Liquidity and Capital Resources As indicated in the accompanying financial statements, at March 31, 2019, the Company had approximately $555,000 in cash, and working capital of approximately $489,000, and approximately $706,000 of interest available to pay for its taxes . The Company's liquidity needs have been satisfied to date through the contribution of $25,000 from the sale of the founders' shares, and the loan from the initial stockholders in an aggregate amount of $125,000. In addition to this Note, the Company had received additional advances of approximately $85,000 from the Sponsor for expenses. The Note of $125,000 was repaid in full on October 10, 2018, and the advances from related party of approximately $85,000 still remains outstanding. Management believes that the Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected through December 31, 2019. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2019. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), 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 auditor 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. 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 an emerging growth 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 an 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 statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and marketable securities held in Trust Account At March 31, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 " Distinguishing Liabilities from Equity Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 5,761,985 shares of common stock subject to possible redemption at March 31, 2019 have been excluded from the calculation of basic loss per share of common stock since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 10,105,000 shares of the Company's common stock in the calculation of diluted loss per share, since they are not yet exercisable. Reconciliation of net loss per common stock The Company's net income is adjusted for the portion of income that is attributable to common stock subject to 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 common stock is calculated as follows: For the three March 31, 2019 Net income $ 154,034 Less: Income attributable to common stock subject to redemption (249,789 ) Adjusted net income $ (95,755 ) Weighted average common stock outstanding, basic and diluted 2,131,095 Basic and diluted net income per common stock $ (0.04 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2019 and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, which were charged to stockholders' equity upon the completion of the Initial Public Offering in October 2018. 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. The Company's effective tax rate for the three months ended March 31, 2019 differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. As of March 31, 2019 and December 31, 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements The Company's 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 | 3 Months Ended |
Mar. 31, 2019 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering The Company sold 5,500,000 and in the Initial Public Offering and on October 10, 2018 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On May 15, 2018, IBIS Capital Sponsor LLC purchased 1,437,500 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001 for an aggregate price of $25,000. On August 3, 2018, the Company effected a stock dividend of 0.1 shares for each outstanding share, resulting in the initial stockholders holding an aggregate of 1,581,250 founders’ shares. The initial stockholders had agreed to forfeit up to 206,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On October 17, 2018, the over-allotment option was exercised in full. Accordingly, no Founder Shares were forfeited. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of the initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, and (2) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the Initial Business Combination, or earlier, in either case, if, subsequent to the Initial Business Combination, the Company consummate a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering and the Over-allotment, the Sponsors, the underwriters and Azimut Investors purchased an aggregate of 3,780,000 Private Placement for $3.78 million in the Private Placement. Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the purchasers or their permitted transferees. The purchasers of the Private Placement Warrants have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans and Advances On June 26, 2018, IBIS Capital Sponsor LLC agreed to loan the Company an aggregate of up to $125,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of September 30, 2019 or the completion of the Initial Public Offering. In addition to this Note, the Company had received additional advances of approximately $85,000 from the Sponsor for expenses. The Note of $125,000 was repaid in full on October 10, 2018, and the advances from related party of approximately $85,000 still remains outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Administrative Support Agreement The Company agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay IBIS Capital Limited, an affiliate of certain of the Company’s officers and directors, a total of $10,000 per month for certain general and administrative services, including office space, utilities and administrative support. The Company incurred and paid $30,000 in expenses incurred in connection with the aforementioned arrangements with the related parties and recorded in general and administrative expenses in the Statement of Operations for the three months ended March 31, 2019. Forward Purchase Agreements The Azimut Investors have also entered into a contingent forward purchase agreement (“Forward Purchase Agreement”) with the Company to purchase, in a private placement to occur concurrently with the consummation of the initial Business Combination, up to 2,000,000 Units at $10.00 per Unit (or up to an aggregate purchase price of $20 million), on substantially the same terms as the sale of units in the Initial Public Offering. The exact number of Units to be purchased by the Azimut Investors will be determined by the Company, in the Company’s sole discretion, based on the Company’s capital needs in connection with the Business Combination. This agreement is independent of the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the initial Business Combination. The contingent Forward Purchase Agreement is subject to conditions, including the Azimut Investors giving the Company their irrevocable written consent to purchase the Units no later than five days after the Company notifies them of the Company’s intention to hold a board meeting to consider entering into a definitive agreement for a proposed Business Combination. The Azimut Investors granting their consent to the purchase is entirely within their sole discretion. Accordingly, if they do not consent to the purchase, they will not be obligated to purchase the Units. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5 — Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Agreements with Underwriters Over-allotment option The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 825,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As of December 31, 2018, the over-allotment option had not been exercised yet. On October 15, 2018, the underwriters notified the Company that they were exercising their over-allotment option in full to purchase an additional 825,000 Units. The closing of the sale of Units pursuant to the over-allotment option was consummated on October 17, 2018. Underwriting discount The underwriters were entitled to an underwriting discount of $0.25 per unit, or up to approximately $1.58 million in the aggregate, paid upon the closing of the Initial Public Offering and the Over-allotment. In addition, |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6 — Stockholders' Equity Common Stock Preferred Stock Warrants The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Offering, except that such warrants will be exercisable for cash or on a cashless basis, at the holder's option, and will not be redeemable by the Company, in each case so long as they are still held by the initial purchasers or their permitted transferees. Additionally, the Private Placement Warrants purchased by the underwriters will not contain the adjustment feature described below relating to issuances of additional shares of common stock for capital raising purposes in connection with an initial Business Combination. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time after the warrants become exercisable, ● upon a minimum of 30 days' prior written notice of redemption; and ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations or as described below), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such 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 common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. In addition, except in the case of the Private Placement Warrants purchased by the underwriters, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the "Market Value") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. 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 the respect to such warrants. Accordingly, the warrants may expire worthless. Unit Purchase Options th |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 — 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 March 31, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2019 December 31, 2018 Assets: Cash and marketable securities held in Trust Account 1 $ 64,905,172 $ 64,516,435 Approximately $2,700 and $11,000 of the balance held in Trust Account was held in cash as of March 31, 2019 and December 31, 2018, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — 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, except as disclosed elsewhere in these financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected through December 31, 2019. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2019. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), 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 auditor 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. 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 an emerging growth 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 an 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 statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At March 31, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity |
Net Loss Per Common Share | Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 5,761,985 shares of common stock subject to possible redemption at March 31, 2019 have been excluded from the calculation of basic loss per share of common stock since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 10,105,000 shares of the Company's common stock in the calculation of diluted loss per share, since they are not yet exercisable. Reconciliation of net loss per common stock The Company's net income is adjusted for the portion of income that is attributable to common stock subject to 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 common stock is calculated as follows: For the three March 31, 2019 Net income $ 154,034 Less: Income attributable to common stock subject to redemption (249,789 ) Adjusted net income $ (95,755 ) Weighted average common stock outstanding, basic and diluted 2,131,095 Basic and diluted net income per common stock $ (0.04 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2019 and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, which were charged to stockholders’ equity upon the completion of the Initial Public Offering in October 2018. |
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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. The Company's effective tax rate for the three months ended March 31, 2019 differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. As of March 31, 2019 and December 31, 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s 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) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common stock | For the three March 31, 2019 Net income $ 154,034 Less: Income attributable to common stock subject to redemption (249,789 ) Adjusted net income $ (95,755 ) Weighted average common stock outstanding, basic and diluted 2,131,095 Basic and diluted net income per common stock $ (0.04 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements Tables Abstract | |
Schedule of fair value on recurring | Description Level March 31, 2019 December 31, 2018 Assets: Cash and marketable securities held in Trust Account 1 $ 64,905,172 $ 64,516,435 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 10, 2018 | Oct. 17, 2018 | Oct. 10, 2018 | Mar. 31, 2019 |
Description of Organization and Business Operations (Textual) | ||||
Gross proceeds of private placement warrants | $ 3,780,000 | |||
Total gross proceeds from initial public offering and private placement | 67,030,000 | |||
Offering costs incurred | 3,310,000 | |||
Minimum deferred underwriting commissions | $ 1,255,000 | |||
Maximum maturity of securities held in trust account | 180 days | |||
Fair market value of assets held in trust account, percentage | 80.00% | |||
Business combination percentage of voting securities | 50.00% | |||
Business combination net tangible assets | $ 5,000,001 | |||
Maximum percentage of common stock sold in initial public offering | 20.00% | |||
Percentage of redeem public shares in connection with business combination | 100.00% | |||
Price per share initially held in trust account | $ 10.15 | |||
Business combination, description | The Company will have until April 10, 2020 to complete an initial Business Combination, or July 10, 2020 if (i) the Company has filed proxy solicitation or tender offer materials in compliance with Regulation 14A or Regulation 14E, respectively, of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission relating to a proposed Business Combination by April 10, 2020 and a Business Combination has not yet been consummated bysuch date and (ii) the last sales price of the Company's common stock equals or exceeds the estimated per-share value of the amount in the Trust Account on April 10, 2020 for any 20 trading days within the 30 trading day period ending March 10, 2020 (such time period referred to as the "Combination Period"). If the Company does not 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 not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||
Cash amount | $ 555,000 | |||
Working capital | 489,000 | |||
Interest expense | 706,000 | |||
Liquidity contribution | $ 125,000 | 25,000 | ||
Loan from our initial stockholders | 125,000 | |||
Sponsor fees | 85,000 | |||
Advances from related party | $ 85,000 | $ 210,025 | ||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Consummated sale of units | 5,500,000 | |||
Sale of stock price per unit | $ 10 | $ 10 | ||
Over-allotment option [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Consummated sale of units | 825,000 | |||
Sale of stock price per unit | $ 10 | |||
Private Placement Warrant [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Consummated private placement warrants | 3,780,000 | |||
Gross proceeds of private placement warrants | $ 3,780,000 | |||
Initial Public Offering, Over-allotment and Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Sale of stock price per unit | $ 10.15 | |||
Net proceeds from sale of units held in trust account | $ 64,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2019USD ($)$ / sharesshares | ||
Accounting Policies [Abstract] | ||
Net income | $ 154,034 | |
Less: Income attributable to common stock subject to redemption | (249,789) | |
Adjusted net income | $ (95,755) | |
Weighted average common stock outstanding, basic and diluted | shares | 2,131,095 | [1] |
Basic and diluted net income per common stock | $ / shares | $ (0.04) | |
[1] | This number excludes an aggregate of up to 5,761,985 shares subject to possible redemption at March 31, 2019. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | ||
Shares of common stock that were subject to forfeiture | 10,105,000 | |
Federal depository insurance coverage | $ 250,000 | |
Common stock subject to possible redemption | 5,761,985 | 5,775,155 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Oct. 10, 2018 | Oct. 17, 2018 | Mar. 31, 2019 |
Initial Public Offering (Textual) | |||
Units in aggregate | 6,325,000 | ||
Public warrant ,description | Each Unit consists of one share of common stock, and one redeemable warrant (each, a "Public Warrant"). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6). | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Textual) | |||
Sale of units | 5,500,000 | ||
Sale of stock price per unit | $ 10 | ||
Over-allotment option [Member] | |||
Initial Public Offering (Textual) | |||
Sale of units | 825,000 | ||
Sale of stock price per unit | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 03, 2018 | Oct. 10, 2018 | Jun. 26, 2018 | May 16, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions (Textual) | ||||||
Aggregate price of common stock | $ 125,000 | $ 25,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Initial stockholders had agreed to forfeit shares | 10,105,000 | |||||
Description of initial business combination | (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of the initial Business Combination and the date on which the closing price of the Company's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, and (2) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the Initial Business Combination, or earlier, in either case, if, subsequent to the Initial Business Combination, the Company consummate a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Purchased an aggregate value of private placement | $ 3,780,000 | |||||
Working capital loans | $ 1,500,000 | |||||
Convertible into warrants price per share | $ 1 | |||||
General and administrative services (per month) | $ 120,158 | |||||
Cover expenses related to initial public offering pursuant to promissory note | $ 125,000 | |||||
Advances from related party | $ 85,322 | $ 85,322 | ||||
Repayments of notes payable | 125,000 | |||||
Description of forward purchase agreement | The Azimut Investors have also entered into a contingent forward purchase agreement ("Forward Purchase Agreement") with the Company to purchase, in a private placement to occur concurrently with the consummation of the initial Business Combination, up to 2,000,000 Units at $10.00 per Unit (or up to an aggregate purchase price of $20 million), on substantially the same terms as the sale of units in the Initial Public Offering. | |||||
Incurred expenses | $ 30,000 | |||||
Private Placement Warrant [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Purchased an aggregate shares of private placement | 3,780,000 | |||||
Purchased an aggregate value of private placement | $ 3,780,000 | |||||
Description of private placement warrants | Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share. | |||||
Officers and directors [Member] | ||||||
Related Party Transactions (Textual) | ||||||
General and administrative services (per month) | $ 10,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Purchased shares of common stock | 1,581,250 | 1,437,500 | ||||
Aggregate price of common stock | $ 25,000 | |||||
Aggregate price of common stock, par value | $ 0.0001 | |||||
Stock dividend of shares for each outstanding share | 0.1 | |||||
Initial stockholders had agreed to forfeit shares | 206,250 | |||||
Advances from related party | $ 85,000 | $ 85,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Commitments & Contingencies (Textual) | |
Over-allotment option, description | The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 825,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As of December 31, 2018, the over-allotment option had not been exercised yet. On October 15, 2018, the underwriters notified the Company that they were exercising their over-allotment option in full to purchase an additional 825,000 Units |
Deferred underwriting commissions, description | Less than $1.225 million. |
Initial Public Offering and Over-allotment [Member] | |
Commitments & Contingencies (Textual) | |
Underwriting discount (per unit) | $ / shares | $ 0.25 |
Underwriting discount (paid) | $ | $ 1,580,000 |
underwriters' over-allotment option [Member] | |
Commitments & Contingencies (Textual) | |
Underwriting discount (per unit) | $ / shares | $ 0.35 |
Underwriting discount (paid) | $ | $ 2,210,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Oct. 10, 2018 | Aug. 03, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 25,000,000 | 25,000,000 | ||
Common stock, shares outstanding | 2,144,265 | 2,131,095 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Number of subject to possible redemption | 5,761,985 | 5,775,155 | ||
Fair value of option to purchase | $ 100 | |||
Estimated fair value of unit purchase options | $ 1,620,000 | |||
Fair value of unit purchase options per unit | $ 6.47 | |||
Expected volatility | 83.99% | |||
Risk-free interest rate | 3.05% | |||
Expected life | 5 years | |||
Description of public warrants for redemption | The reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations or as described below), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders. | |||
Description of business combination | If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the "Market Value") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. | |||
Description of unit purchase options | Upon closing of the Initial Public Offering, the Company sold to Chardan Capital Markets, LLC and I-Bankers Securities, Inc., the joint book-running managers of the Initial Public Offering, for $100, options to purchase an aggregate of 250,000 units exercisable at $12.00 per unit (or an aggregate exercise price of $3 million). | |||
Founder Shares [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock, shares outstanding | 7,906,250 | 7,906,250 | ||
Number of subject to possible redemption | 5,761,985 | 5,775,155 | ||
Initial stockholders holding an aggregate of founders shares | 1,581,250 | |||
Stock dividend of shares for each outstanding share | 0.1 | |||
Warrant [Member] | ||||
Stockholders' Equity (Textual) | ||||
Shares price (per) | $ 0.01 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Cash and marketable securities held in Trust Account | $ 64,905,172 | $ 64,516,435 |
Level 1 [Member] | ||
Cash and marketable securities held in Trust Account | $ 64,905,172 | $ 64,516,435 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Textual) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Measurements (Textual) | ||
Held in trust account cash | $ 2,700 | $ 11,000 |