Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Alberton Acquisition Corp | |
Entity Central Index Key | 0001748621 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-38715 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State Country Code | D8 | |
Entity Common Stock, Shares Outstanding | 14,689,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash | $ 165,890 | $ 452,409 |
Prepaid assets | 1,651 | 13,762 |
Total Current Assets | 167,541 | 466,171 |
Cash and investments held in Trust Account | 116,706,912 | 115,324,251 |
Total Assets | 116,874,453 | 115,790,422 |
Liabilities and Shareholders' Equity | ||
Accounts payable and accrued expense | 4,272 | 10,089 |
Due to related parties | 2,379 | |
Promissory note - related party | 300,000 | 300,000 |
Total Current Liabilities | 304,272 | 312,468 |
Deferred underwriting compensation | 4,020,797 | 4,020,797 |
Total Liabilities | 4,325,069 | 4,333,265 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 10,585,569 and 10,603,302 shares at June 30, 2019 and December 31, 2018 (at conversion value of $10.16 and $10.04 per share), respectively | 107,549,381 | 106,457,153 |
Shareholders' Equity: | ||
Preferred shares, no par value; 100,000,000 shares authorized; no shares issued and outstanding | ||
Ordinary shares, no par value; 300,000,000 shares authorized; 4,104,181 and 4,086,448 shares (excluding 10,585,569 and 10,603,302 shares subject to possible redemption) at June 30, 2019 and December 31, 2018, respectively | 3,566,068 | 4,658,296 |
Retained earnings | 1,433,935 | 341,708 |
Total Shareholders’ Equity | 5,000,003 | 5,000,004 |
Total Liabilities and Shareholders' Equity | $ 116,874,453 | $ 115,790,422 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value | $ 10.16 | $ 10.04 |
Shares subject to possible redemption | 10,585,569 | 10,603,302 |
Preferred shares, par value | ||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Ordinary shares, par value | ||
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 4,104,181 | 4,086,448 |
Ordinary shares, shares outstanding | 4,104,181 | 4,086,448 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||
Operating costs | $ 137,145 | $ 290,886 | |
Loss from operations | (137,145) | (290,886) | |
Other income | |||
Interest income - bank | 309 | 452 | |
Interest income | 694,051 | 1,382,661 | |
Total other income | 694,360 | 1,383,113 | |
Net income | 557,215 | 1,092,227 | |
Less: income attributable to ordinary shares subject to possible redemption | (639,499) | (1,273,984) | |
Adjusted loss | $ (82,284) | $ (181,757) | |
Basic and diluted weighted average shares outstanding | [1] | 4,104,181 | 4,091,485 |
Basic and diluted net loss per share | $ (0.02) | $ (0.04) | |
[1] | Excludes an aggregate of up to 10,585,569 ordinary shares subject to possible redemption at June 30, 2019. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) | 6 Months Ended |
Jun. 30, 2019shares | |
Income Statement [Abstract] | |
Ordinary shares subject to possible redemption | 10,585,569 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Ordinary Shares | Retained Earnings | Total |
Balance at Feb. 15, 2018 | |||
Balance, Shares at Feb. 15, 2018 | |||
Issuance of ordinary shares to one director upon formation on March 23, 2018 | |||
Issuance of ordinary shares to one director upon formation on March 23, 2018, Shares | 1 | ||
Balance at Mar. 31, 2018 | |||
Balance, Shares at Mar. 31, 2018 | 1 | ||
Net income (loss) | (2,818) | (2,818) | |
Balance at Jun. 30, 2018 | (2,818) | (2,818) | |
Balance, Shares at Jun. 30, 2018 | 1 | ||
Balance at Dec. 31, 2018 | $ 4,658,296 | 341,708 | 5,000,004 |
Balance, Shares at Dec. 31, 2018 | 4,086,448 | ||
Change in ordinary shares subject to possible redemption | $ (535,015) | (535,015) | |
Change in ordinary shares subject to possible redemption, Shares | 10,018 | ||
Net income (loss) | 535,012 | 535,012 | |
Balance at Mar. 31, 2019 | $ 4,123,281 | 876,720 | 5,000,001 |
Balance, Shares at Mar. 31, 2019 | 4,096,466 | ||
Balance at Dec. 31, 2018 | $ 4,658,296 | 341,708 | 5,000,004 |
Balance, Shares at Dec. 31, 2018 | 4,086,448 | ||
Net income (loss) | 1,092,227 | ||
Balance at Jun. 30, 2019 | $ 3,566,068 | 1,433,935 | 5,000,003 |
Balance, Shares at Jun. 30, 2019 | 4,104,181 | ||
Balance at Mar. 31, 2019 | $ 4,123,281 | 876,720 | 5,000,001 |
Balance, Shares at Mar. 31, 2019 | 4,096,466 | ||
Change in ordinary shares subject to possible redemption | $ (557,213) | (557,213) | |
Change in ordinary shares subject to possible redemption, Shares | 7,715 | ||
Net income (loss) | 557,215 | 557,215 | |
Balance at Jun. 30, 2019 | $ 3,566,068 | $ 1,433,935 | $ 5,000,003 |
Balance, Shares at Jun. 30, 2019 | 4,104,181 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 1,092,227 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (1,382,661) |
Changes in current assets and current liabilities: | |
Prepaid assets | 12,111 |
Accounts payable and accrued expense | (5,817) |
Due to related parties | (2,379) |
Net cash used in operating activities | (286,519) |
Net Change in Cash | (286,519) |
Cash – Beginning of period | 452,409 |
Cash – End of period | 165,890 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Change in value of ordinary shares subject to possible redemption | $ 1,092,228 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Alberton Acquisition Corporation (the "Company") is a blank check company incorporated on February 16, 2018, under the laws of British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a "Business Combination"). The Company's efforts to identify a prospective target business will not be limited to an industry or geographic location. As of June 30, 2019, the Company had not yet commenced any operations. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company's initial public offering (the "Initial Public Offering" as described in Note 3) was declared effective by the United States Securities and Exchange Commission ("SEC") on October 23, 2018. On October 26, 2018, the Company consummated the Initial Public Offering of 10,000,000 units at $10.00 per unit ("Units" or "Public Units" and, with respect to the ordinary shares included in the Public Units offered, the "Public Shares"), generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 units (the "Private Units") at a price of $10.00 per Unit in a private placement to the Company's sponsor (the "Sponsor"), generating gross proceeds of $3,000,000, which is described in Note 4. On November 20, 2018, the underwriters exercised the over-allotment option in part and purchased 1,487,992 Public Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $14,879,920. Simultaneously with the sale of the over-allotment Public Units, the Company consummated the private placement of an additional 29,760 Private Units at a price of $10.00 per Unit, generating total additional gross proceeds of $297,600. Trust Account Following the closing of the Initial Public Offering on October 26, 2018, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Units was placed in a trust account ("Trust Account"). Following the closing of underwriters' exercise of over-allotment option on November 20, 2018, an additional $14,879,920 of net proceeds ($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $114,879,920. The funds in the Trust Account are 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 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 Company's failure to consummate a Business Combination by October 26, 2019 (or April 26, 2020 if the Company fully extends the period of time to consummate a Business Combination). Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek all vendors, service providers, prospective target businesses or other entities it engages, to execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company's tax obligations. Business Combination The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company's Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriter's fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The 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 a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other legal 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. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in Note 5 - Related Party Transactions) have agreed to vote their initial shares and private shares, as well as any Public Shares acquired in or after the Initial Public Offering, in favor of any proposed Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The amount in the Trust Account (less the aggregate nominal par value of the shares of the Company's public shareholders) under the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest). The Initial Shareholders have agreed to (i) vote their insider shares (as well as any Public Shares acquired in or after the Initial Public Offering) in favor of any proposed Business Combination, (ii) waive their conversion rights with respect to their initial share (as well as any other shares acquired in or after the Initial Public Offering) in connection with the consummation of a Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their initial shares if the Company fails to consummate a Business Combination within the Combination Period, and (iv) not propose an amendment to the Company's Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their shares in conjunction with any such amendment. Liquidation If the Company anticipates that it may not be able to consummate the Business Combination by October 26, 2019, it may, but is not obligated to, extend the period to consummate a Business Combination two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination). Pursuant to the terms of the Company's Amended and Restated Memorandum and Articles of Association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate the Business Combination, the Company's insiders or their affiliates or designees, upon five days advance notice prior to each applicable deadline, must deposit into the trust account $1,148,799 on or prior to the date of such applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the Business Combination, or, at the lender's discretion, converted upon consummation of the Business Combination into additional Private Units at a price of $10.00 per unit. The Company's shareholders have approved the issuance of the Private Units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Business Combination. In the event that the Company receives notice from its insiders five days prior to an applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to such applicable deadline. In addition, the Company intends to issue a press release the day after such applicable deadline announcing whether the funds had been timely deposited. The Company's insiders and their affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the Business Combination. To the extent that some, but not all, of the Company's insiders, decide to extend the period of time to consummate the Business Combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Business Combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of its outstanding public shares for a pro rata portion of the funds held in the Trust Account and then seek to dissolve and liquidate. In such event, the public warrants and rights will expire and will be worthless. 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the accounting and disclosure rules and regulations of the SEC. The unaudited condensed interim accompanying financial statements have been prepared in accordance with US GAAP for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. The unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2018. The Company had minimal activity for the period from February 16, 2018 (inception) through June 30, 2018. Accordingly, the condensed statement of operations and the condensed statement of cash flows for the comparative period from February 16, 2018 (inception) through June 30, 2018 are not presented. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash 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 June 30, 2019 and December 31, 2018. Investments Held in Trust Account At June 30, 2019 and December 31, 2018, substantially all of the assets held in the Trust Account were 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 as temporary equity, outside of the shareholders' equity section of the Company's condensed balance sheet. 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 only 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 as of June 30, 2019 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. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered 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 is zero for the period presented. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, "Earnings Per Share." Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding for the period. Ordinary shares subject to possible redemption at June 30, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary shares for the period presented. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2019 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units Pursuant to the Initial Public Offering on October 26, 2018, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. On November 20, 2018, in connection with the underwriters’ exercise of their over-allotment option, the Company consummated the sale of an additional 1,487,992 Public Units at $10.00 per Unit. Each Unit consists of one ordinary share, one redeemable warrant (“Public Warrant”), and one right (“Public Right”). Each whole redeemable warrant entitles the holder to purchase one half of one ordinary share at an exercise price of $11.50 (see Note 7). Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 7). If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Warrants and Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Public Warrants and Public Rights, and the Public Warrants and Public Rights are convertible upon the consummation of the Business Combination, management determined that the Public Warrants and Public Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Public Warrants and Public Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares, Public Warrants and Public Rights was based on the closing price paid by investors. At the closing of the Initial Public Offering and over-allotment option, the Company paid an upfront underwriting discount of $2,000,000 and $297,598, 2.0% of the per unit offering price to the underwriter, respectively, with an additional fee of $3,500,000 and $520,797 (the “Deferred Discount”), 3.5% of the gross offering proceeds payable upon the completion of the Business Combination, respectively. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close a Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. Total offering costs were $3,060,924, which consist of $2,297,598 of underwriter’s commissions and $763,325 of other offering costs. Purchase Option On October 26, 2018, the Company sold the underwriter (and its designees), for $100, an option to purchase up to 500,000 Units exercisable at $11.50 per Unit (or an aggregate exercise price of $5,750,000) commencing on the consummation of a Business Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering, with 500,000 ordinary shares, warrants to purchase 250,000 shares and rights to receive 50,000 ordinary shares that may be issued upon exercise of the option. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $1,603,060 (or $3.206 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 38%, (2) risk-free interest rate of 2.29% (the interest rate on a three-month US Treasury Bill on October 26, 2018) and (3) expected life of five years. |
Private Placements
Private Placements | 6 Months Ended |
Jun. 30, 2019 | |
Private Placements [Abstract] | |
Private Placements | Note 4 — Private Placements Simultaneously with the Initial Public Offering, the Company's Sponsor purchased an aggregate of 300,000 Private Units at $10.00 per Unit (for a total purchase price of $3,000,000). On November 20, 2018, in connection with the underwriters' partial exercise of their over-allotment option, the Company consummated the sale of additional 29,760 Private Units, generating gross proceeds of $297,600. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the units sold in the Initial Public Offering except the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the founder shares) until the completion of the Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In August 2018, the Company issued 1,725,000 Class B ordinary shares to its initial shareholders as founder shares, of which an aggregate of 1,650,000 Class B ordinary shares were issued for an aggregate purchase price of $17,250 or 0.010454545 per share, and an aggregate of 75,000 Class B ordinary shares were issued for services rendered. On September 10, 2018, the Company issued an additional 1,150,000 Class B ordinary shares to its initial shareholders as founder shares, of which an aggregate of 1,135,000 Class B ordinary shares were issued for an aggregate purchase price of $2,300 or approximately 0.00202643 per share, and an aggregate of 15,000 Class B ordinary shares were issued for services rendered. On September 14, 2018, the Company's initial shareholders converted all of their Class B ordinary shares, constituting all of the outstanding Class B ordinary shares of the Company, into Class A ordinary shares and, immediately thereafter, the Company amended and restated its Memorandum and Articles of Association to eliminate the Class B ordinary shares and re-designate the Class A ordinary shares as "ordinary shares." As a result, prior to the Initial Public Offering, the Company's initial shareholders held 2,875,000 founder shares. The 2,875,000 founder shares included an aggregate of up to 375,000 ordinary shares subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters in full or in part. On November 20, 2018, as a result of the underwriters' partial exercise of their over-allotment option, 3,002 founder shares were forfeited. The founder shares are identical to the ordinary shares included in the units sold in the Initial Public Offering. However, the Initial Shareholders have agreed to (A) to vote any shares owned by them in favor of any proposed Business Combination, (B) not to convert any shares in connection with a shareholder vote to approve a proposed initial Business Combination or any amendment to the Company's charter documents prior to consummation of an initial Business Combination, or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the founder shares shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. Additionally, subject to certain limited exceptions, the Initial Shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months 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 $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Advances In the Company's formation process, the Sponsor advanced HK$22,000, equivalent to US$2,818, to pay for the legal expenses associated with the business registration. On September 5, 2018, the Sponsor advanced the Company an additional HK$1,985 (equivalent to US$256) for bank service charges. The Company repaid the Sponsor $2,818 and $256 on July 6, 2018 and December 28, 2018, respectively. On October 19, 2018, the Company's Sponsor advanced the Company an additional $71,000 for costs associated with the Initial Public Offering. Such advances were non-interest bearing and were repaid by the Company on November 15, 2018. To participate in the private placement in connection with the Initial Public Offering, the Company's Sponsor made a deposit of $3,299,979 (net of a bank service charge) into the Company's escrow account on October 21, 2018. Because the Company's underwriter did not exercise its over-allotment option in full and cancelled the remaining portion on November 20, 2018, the Company's Sponsor subscribed to a total of 329,760 Private Units for $3,297,600, and the remaining $2,379 was repaid by the Company to the Sponsor as of March 31, 2019. Related Party Loan – Promissory Note On July 6, 2018, the Sponsor loaned the Company $300,000 under a promissory note, a portion of which was used to pay for costs associated with the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the closing of a Business Combination. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. 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. Administrative Service Fee The Company has agreed, commencing on August 1, 2018, to pay the Sponsor, a monthly fee of an aggregate of $1,000 for general and administrative services including office space, utilities and secretarial support, due before the first day of each month. This arrangement will terminate upon the completion of a Business Combination or a distribution of the Trust Account to the public shareholders. For the three and six months ended June 30, 2019, the Company incurred administrative fees of $3,000 and $6,000, respectively. At June 30, 2019, $1,000 of such fees is included in accounts payable and accrued expenses in the accompanying condensed balance sheet. |
Cash and Investments Held in Tr
Cash and Investments Held in Trust Account | 6 Months Ended |
Jun. 30, 2019 | |
Cash And Investments Held In Trust Account [Abstract] | |
Cash and Investments Held in Trust Account | Note 6 — Cash and Investments Held in Trust Account As of June 30, 2019 and December 31, 2018, investments in the Company’s Trust Account consisted of $1,004 and $31,335 in United States Money Market funds and $116,705,908 and $114,848,797 in U.S. Treasury Securities, respectively. The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. The gross holding gains and fair value of held-to-maturity securities at June 30, 2019 and December 31, 2018 are as follows: Amortized Cost Gross Fair Value June 30, 2019 U.S. Money Market $ 1,004 $ — $ 1,004 U.S. Treasury Securities 116,705,908 31,137 116,737,045 $ 116,706,912 $ 31,137 $ 116,738,049 December 31, 2018 U.S. Money Market $ 31,335 $ — $ 31,335 U.S. Treasury Securities 114,848,797 444,119 115,292,916 $ 114,880,132 $ 444,119 $ 115,324,251 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on October 23, 2018, the holders of the founder shares, Private Units (and underlying securities) and units that may be issued in payment of Working Capital Loans (and all underlying securities) are entitled to registration rights. The holders of a majority-in-interest of these securities are entitled to make up to two 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. Deferred Underwriter Commission The Company is obligated to pay the underwriters a deferred underwriting discounts and commissions equal to 3.5% of the gross proceeds of the Initial Public Offering. Upon completion of the Business Combination, $4,020,797 (with consideration of the underwriters’ exercise of their over-allotment option on November 20, 2018) will be paid to the underwriters from the funds held in the Trust Account. No discounts or commissions will be paid with respect to the purchase of the private units. |
Shareholder_s Equity
Shareholder’s Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholders Equity | Note 8 — Shareholder’s Equity Preferred Shares Ordinary Shares Warrants The warrants issued in the Private Units (“Private Warrants”) are identical to the Public Warrants sold in the Initial Public Offering except the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The Company may call the warrants for redemption (excluding the private warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), 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 ordinary shares underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Rights 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. The rights included in the Private Units sold in the private placement are identical to the rights included in the Units sold in the Initial Public Offering, except that, among others, the rights including the shares issuable upon exchange of such rights, are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become tradable only after certain conditions are met or the resale of such rights (including underlying securities) is registered under the Securities Act. Please refer to Note 5 Private Placement for more details. |
Reconciliation of Loss per Ordi
Reconciliation of Loss per Ordinary Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Loss per Ordinary Share | Note 9 — Reconciliation of Loss per Ordinary Share The Company’s net income (loss) 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 share is: Three Months Six Months June 30, Net income $ 557,215 $ 1,092,227 Less: income attributable to ordinary shares subject to possible redemption (1) (639,499 ) (1,273,984 ) Adjusted net loss $ (82,284 ) $ (181,757 ) Basic and diluted weighted average shares outstanding (2) 4,104,181 4,091,485 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.04 ) (1) Income attributable to ordinary shares subject to possible redemption was calculated in portion of the interest income earned in Trust Account, which would be distributed to shareholders in the event they choose to exercise their redemption rights at the closing of a Business Combination. (2) Excludes an aggregate of up to 10,585,569 shares subject to possible redemption at June 30, 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company’s management reviewed all material events that have occurred after the balance sheet date through the date which these financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Significant Accounting Policies Policies Abstract | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The unaudited condensed interim accompanying financial statements have been prepared in accordance with US GAAP for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. The unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2018. The Company had minimal activity for the period from February 16, 2018 (inception) through June 30, 2018. Accordingly, the condensed statement of operations and the condensed statement of cash flows for the comparative period from February 16, 2018 (inception) through June 30, 2018 are not presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash 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 June 30, 2019 and December 31, 2018. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2019 and December 31, 2018, substantially all of the assets held in the Trust Account were 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 as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. |
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 only 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 as of June 30, 2019 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. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered 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 is zero for the period presented. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding for the period. Ordinary shares subject to possible redemption at June 30, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary shares for the period presented. |
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Cash and Investments Held in _2
Cash and Investments Held in Trust Account (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash And Investments Held In Trust Account [Abstract] | |
Schedule of gross holding gains and fair value of held-to-maturity securities | Amortized Cost Gross Fair Value June 30, 2019 U.S. Money Market $ 1,004 $ — $ 1,004 U.S. Treasury Securities 116,705,908 31,137 116,737,045 $ 116,706,912 $ 31,137 $ 116,738,049 December 31, 2018 U.S. Money Market $ 31,335 $ — $ 31,335 U.S. Treasury Securities 114,848,797 444,119 115,292,916 $ 114,880,132 $ 444,119 $ 115,324,251 |
Reconciliation of Loss per Or_2
Reconciliation of Loss per Ordinary Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of portion of income that is attributable to ordinary shares subject to redemption | Three Months Six Months June 30, Net income $ 557,215 $ 1,092,227 Less: income attributable to ordinary shares subject to possible redemption (1) (639,499 ) (1,273,984 ) Adjusted net loss $ (82,284 ) $ (181,757 ) Basic and diluted weighted average shares outstanding (2) 4,104,181 4,091,485 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.04 ) (1) Income attributable to ordinary shares subject to possible redemption was calculated in portion of the interest income earned in Trust Account, which would be distributed to shareholders in the event they choose to exercise their redemption rights at the closing of a Business Combination. (2) Excludes an aggregate of up to 10,585,569 shares subject to possible redemption at June 30, 2019. |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 11 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Organization and Business Operations (Textual) | ||||
Sale of price per unit | $ 10 | |||
Net tangible assets | $ 5,000,001 | |||
Percentage of outstanding voting rights | 50.00% | |||
Percentage of fair market value | 80.00% | |||
Percentage of outstanding of public shares | 100.00% | |||
Trust account | $ 1,148,799 | |||
Initial Public Offering [Member] | ||||
Organization and Business Operations (Textual) | ||||
Consummated initial public offering of units | 1,487,992 | 10,000,000 | ||
Generating gross proceeds from initial public offering | $ 100,000,000 | |||
Sale of price per unit | $ 10 | $ 10 | ||
Percentage of outstanding of public shares | 100.00% | |||
Initial Public Offering [Member] | Trust Account [Member] | ||||
Organization and Business Operations (Textual) | ||||
Generating gross proceeds from initial public offering | $ 100,000,000 | |||
Sale of price per unit | $ 10 | |||
Private Placement [Member] | ||||
Organization and Business Operations (Textual) | ||||
Sale of units | 29,760 | |||
Sale of price per unit | $ 10 | |||
Gross proceeds from sale of private units | $ 297,600 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Organization and Business Operations (Textual) | ||||
Sale of units | 300,000 | |||
Sale of price per unit | $ 10 | |||
Generating gross proceeds from private placement | 3,297,600 | $ 3,000,000 | ||
Over-Allotment Option [Member] | ||||
Organization and Business Operations (Textual) | ||||
Generating gross proceeds from initial public offering | $ 14,879,920 | |||
Sale of units | 1,487,992 | |||
Sale of price per unit | $ 10 | |||
Over-Allotment Option [Member] | Trust Account [Member] | ||||
Organization and Business Operations (Textual) | ||||
Generating gross proceeds from initial public offering | $ 14,879,920 | |||
Sale of units | 1,487,992 | |||
Sale of price per unit | $ 10 | |||
Trust account | $ 114,879,920 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Jun. 30, 2019USD ($) |
Significant Accounting Policies (Textual) | |
Federal depository insurance coverage | $ 250,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | Jun. 30, 2019 | |
Initial Public Offering (Textual) | |||
Purchase price per unit | $ 10 | ||
Option expires | 5 years | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Textual) | |||
Initial public offering of units | 1,487,992 | 10,000,000 | |
Purchase price per unit | $ 10 | $ 10 | |
Exercise price | $ 11.50 | ||
Warrant, description | Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination. | ||
Initial Public Offering [Member] | Over-Allotment Option [Member] | |||
Initial Public Offering (Textual) | |||
Upfront underwriting discount | $ 2,000,000 | ||
Offering price to underwriter | $ 297,598 | ||
Offering price to underwriter, Percentage | 2.00% | ||
Additional fee to underwriter | $ 3,500,000 | ||
Deferred discount gross offering proceeds | $ 520,797 | ||
Percentage of deferred discount gross offering proceeds | 3.50% | ||
Total offering costs | $ 3,060,924 | ||
Underwriter’s commissions | 2,297,598 | ||
Other offering costs | $ 763,325 | ||
Initial Public Offering [Member] | Purchase Option [Member] | |||
Initial Public Offering (Textual) | |||
Initial public offering of units | 500,000 | ||
Purchase price per unit | $ 3.206 | ||
Exercise price | $ 11.50 | ||
Underwriter's fees | $ 100 | ||
Aggregate exercise price | $ 5,750,000 | ||
Option to purchase ordinary shares | 500,000 | ||
Warrants to purchase shares and rights | 250,000 | ||
Ordinary shares issued upon exercise of the option | 50,000 | ||
Cash payment | $ 100 | ||
Fair value of purchase option | $ 1,603,060 | ||
Expected volatility | 38.00% | ||
Risk-free interest rate | 2.29% | ||
Option expires | 5 years |
Private Placements (Details)
Private Placements (Details) - USD ($) | 1 Months Ended | ||
Nov. 20, 2018 | Oct. 26, 2018 | Jun. 30, 2019 | |
Private Placements (Textual) | |||
Sale of price per unit | $ 10 | ||
Private Placement [Member] | |||
Private Placements (Textual) | |||
Sale of units | 300,000 | ||
Sale of price per unit | $ 10 | ||
Purchase price | $ 3,000,000 | ||
Purchase of additional units | 29,760 | ||
Gross proceeds from sale of private units | $ 297,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 14, 2018 | Sep. 10, 2018 | Jul. 06, 2018 | Dec. 28, 2018 | Nov. 20, 2018 | Oct. 26, 2018 | Aug. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Oct. 21, 2018 | Oct. 19, 2018 | Sep. 05, 2018 |
Related Party Transactions (Textual) | ||||||||||||||
Ordinary shares subject to forfeiture | 10,585,569 | |||||||||||||
Related party transaction, description | Initial Shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months 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 $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||||||||||
Advances from related party | $ 2,379 | |||||||||||||
Accounts payable and accrued expenses | 1,000 | 1,000 | ||||||||||||
Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Ordinary shares issued for services | 1,487,992 | 10,000,000 | ||||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Advances from related party | $ 256 | |||||||||||||
Repayments of related party | $ 2,818 | $ 256 | ||||||||||||
General and administrative services fees | 1,000 | |||||||||||||
Administrative fees | 3,000 | 6,000 | ||||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Working capital loans, per unit | $ 10 | $ 10 | ||||||||||||
Payments of legal expenses | $ 2,818 | |||||||||||||
Sponsor [Member] | HK [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Advances from related party | $ 22,000 | $ 22,000 | $ 1,985 | |||||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Deposit on escrow account | $ 3,299,979 | |||||||||||||
Private units subscribed | 329,760 | |||||||||||||
Proceeds from private placement | $ 3,297,600 | $ 3,000,000 | ||||||||||||
Remaining private placement | $ 2,379 | |||||||||||||
Sponsor [Member] | Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Advances from related party | $ 71,000 | |||||||||||||
Sponsor loans payable | $ 300,000 | |||||||||||||
Founder Shares [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Ordinary shares acquired | 1,650,000 | |||||||||||||
Aggregate purchase price | $ 17,250 | |||||||||||||
Price per share | $ 0.010454545 | |||||||||||||
Founder shares were forfeited | 3,002 | |||||||||||||
Founder Shares [Member] | Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Aggregate issued for services | 2,875,000 | |||||||||||||
Ordinary shares subject to forfeiture | 375,000 | |||||||||||||
Class B ordinary shares [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Ordinary shares acquired | 1,135,000 | |||||||||||||
Aggregate purchase price | $ 2,300 | |||||||||||||
Price per share | $ 0.00202643 | |||||||||||||
Ordinary shares issued for services | 1,150,000 | 1,725,000 | ||||||||||||
Aggregate issued for services | 15,000 | 75,000 |
Cash and Investments Held in _3
Cash and Investments Held in Trust Account (Details) - USD ($) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Amortized Cost | $ 116,706,912 | $ 114,880,132 |
Gross Holding Gain | 31,137 | 444,119 |
Fair Value | 116,738,049 | 115,324,251 |
U.S. Money Market [Member] | ||
Amortized Cost | 1,004 | 31,335 |
Gross Holding Gain | ||
Fair Value | 1,004 | 31,335 |
U.S. Treasury Securities [Member] | ||
Amortized Cost | 116,705,908 | 114,848,797 |
Gross Holding Gain | 31,137 | 444,119 |
Fair Value | $ 116,737,045 | $ 115,292,916 |
Cash and Investments Held in _4
Cash and Investments Held in Trust Account (Details Textual) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
United States Money Market funds [Member] | ||
Cash and Investments Held in Trust Account (Textual) | ||
Investment in company’s trust account | $ 1,004 | $ 31,335 |
U.S. Treasury Securities [Member] | ||
Cash and Investments Held in Trust Account (Textual) | ||
Investment in company’s trust account | $ 116,705,908 | $ 114,848,797 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Over-Allotment Option [Member] | 1 Months Ended |
Nov. 20, 2018USD ($) | |
Percentage of underwriting discount | 3.50% |
Deferred underwriting discounts and commissions value | $ 4,020,797 |
Shareholder_s Equity (Details)
Shareholder’s Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Preferred shares, authorized | 100,000,000 | 100,000,000 |
Ordinary shares, authorized | 300,000,000 | 300,000,000 |
Ordinary shares, issued | 4,104,181 | 4,086,448 |
Shares subject to possible redemption | 10,585,569 | 10,603,302 |
Ordinary share price | $ 11.50 | |
Warrants [Member] | ||
Warrants price | $ 0.01 | |
Description of warrant | The Company may call the warrants for redemption (excluding the private warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days' prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. |
Reconciliation of Loss per Or_3
Reconciliation of Loss per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | ||
Earnings Per Share [Abstract] | |||
Net income | $ 557,215 | $ 1,092,227 | |
Less: income attributable to ordinary shares subject to possible redemption | [1] | (639,499) | (1,273,984) |
Adjusted net loss | $ (82,284) | $ (181,757) | |
Basic and diluted weighted average shares outstanding | [2] | 4,104,181 | 4,091,485 |
Basic and diluted net loss per ordinary share | $ (0.02) | $ (0.04) | |
[1] | Income attributable to ordinary shares subject to possible redemption was calculated in portion of the interest income earned in Trust Account, which would be distributed to shareholders in the event they choose to exercise their redemption rights at the closing of a Business Combination. | ||
[2] | Excludes an aggregate of up to 10,585,569 shares subject to possible redemption at June 30, 2019. |
Reconciliation of Loss per Or_4
Reconciliation of Loss per Ordinary Share (Details Textual) | 6 Months Ended |
Jun. 30, 2019shares | |
Reconciliation of Earnings per Common Share (Textual) | |
Ordinary shares subject to forfeiture | 10,585,569 |