Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 10, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | ALBERTON ACQUISITION CORPORATION | |
Trading Symbol | ALAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,616,238 | |
Amendment Flag | false | |
Entity Central Index Key | 0001748621 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38715 | |
Entity Incorporation, State or Country Code | D8 | |
Entity Address, Postal Zip Code | N/A | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Room 1001, 10/F, Capital Center | |
Entity Address, Address Line Two | 151 Gloucester Road | |
Entity Address, City or Town | Wanchai | |
Entity Address, Country | HK | |
City Area Code | +852 | |
Local Phone Number | 2117 1621 | |
Title of 12(b) Security | Ordinary shares, no par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 9,289 | $ 477,154 |
Prepaid assets | 36,010 | 8,333 |
Total Current Assets | 45,299 | 485,487 |
Cash and investments held in Trust Account | 14,993,648 | 119,045,327 |
Total assets | 15,038,947 | 119,530,814 |
Liabilities and Shareholders’ Equity | ||
Accounts payable and accrued expenses | 156,574 | 13,699 |
Due to related party | 100,005 | |
Promissory note | 1,748,800 | 1,648,800 |
Promissory note - related party | 1,080,000 | 300,000 |
Total current liabilities | 3,085,379 | 1,962,499 |
Deferred underwriting compensation | 4,020,797 | 4,020,797 |
Total Liabilities | 7,106,176 | 5,983,296 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 276,676 and 10,477,559 shares at June 30, 2020 and December 31, 2019 (at conversion value of $10.60 and $10.36 per share), respectively | 2,932,762 | 108,547,510 |
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; 4,339,562 and 4,212,191 shares (excluding 276,676 and 10,477,559 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively | 2,303,569 | 2,567,939 |
Retained earnings | 2,696,440 | 2,432,069 |
Total shareholders’ equity | 5,000,009 | 5,000,008 |
Total Liabilities and Shareholders’ Equity | $ 15,038,947 | $ 119,530,814 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in Dollars per share) | $ 10.60 | $ 10.36 |
Shares subject to possible redemption | 276,676 | 10,477,559 |
Preferred shares, par value (in Dollars per share) | ||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Ordinary shares, par value (in Dollars per share) | ||
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 4,339,562 | 4,212,191 |
Ordinary shares, shares outstanding | 4,339,562 | 4,212,191 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 146,045 | $ 137,145 | $ 295,100 | $ 290,886 | |
Loss from operations | (146,045) | (137,145) | (295,100) | (290,886) | |
Other income | |||||
Interest income – bank | 5 | 309 | 832 | 452 | |
Interest income | 24,271 | 694,051 | 558,639 | 1,382,661 | |
Total other income | 24,276 | 694,360 | 559,471 | 1,383,113 | |
Net (loss) income | (121,769) | 557,215 | 264,371 | 1,092,227 | |
Less: income attributable to ordinary shares subject to possible redemption | (4,747) | (639,499) | (109,270) | (1,273,984) | |
Adjusted net (loss) income | $ (126,516) | $ (82,284) | $ 155,101 | $ (181,757) | |
Basic and diluted weighted average shares outstanding (in Shares) | [1],[2] | 4,324,988 | 4,104,181 | 4,268,590 | 4,091,485 |
Basic and diluted adjusted net (loss) income per ordinary share (in Dollars per share) | $ (0.03) | $ (0.02) | $ 0.04 | $ (0.04) | |
[1] | Excludes an aggregate of up to 276,676 and 10,585,569 ordinary shares subject to possible redemption at June 30, 2020 and 2019, respectively. | ||||
[2] | Excludes an aggregate of up to 276,676 and 10,585,569 shares subject to possible redemption at June 30, 2020 and 2019, respectively. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||
Ordinary shares subject to possible redemption | 276,676 | 10,585,569 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) | Ordinary Shares | Retained Earnings | Total |
Balance at Dec. 31, 2018 | $ 4,658,296 | $ 341,708 | $ 5,000,004 |
Balance (in 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 (in Shares) | 10,018 | ||
Net income (loss) | 535,012 | 535,012 | |
Balance at Mar. 31, 2019 | $ 4,123,281 | 876,720 | 5,000,001 |
Balance (in Shares) at Mar. 31, 2019 | 4,096,466 | ||
Balance at Dec. 31, 2018 | $ 4,658,296 | 341,708 | 5,000,004 |
Balance (in 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 (in Shares) at Jun. 30, 2019 | 4,104,181 | ||
Balance at Mar. 31, 2019 | $ 4,123,281 | 876,720 | 5,000,001 |
Balance (in 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 (in 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 (in Shares) at Jun. 30, 2019 | 4,104,181 | ||
Balance at Dec. 31, 2019 | $ 2,567,939 | 2,432,069 | 5,000,008 |
Balance (in Shares) at Dec. 31, 2019 | 4,212,191 | ||
Change in ordinary shares subject to possible redemption | $ (386,139) | (386,139) | |
Change in ordinary shares subject to possible redemption (in Shares) | 112,797 | ||
Net income (loss) | 386,140 | 386,140 | |
Balance at Mar. 31, 2020 | $ 2,181,800 | 2,818,209 | 5,000,009 |
Balance (in Shares) at Mar. 31, 2020 | 4,324,988 | ||
Balance at Dec. 31, 2019 | $ 2,567,939 | 2,432,069 | 5,000,008 |
Balance (in Shares) at Dec. 31, 2019 | 4,212,191 | ||
Net income (loss) | 264,371 | ||
Balance at Jun. 30, 2020 | $ 2,303,569 | 2,696,440 | 5,000,009 |
Balance (in Shares) at Jun. 30, 2020 | 4,339,562 | ||
Balance at Mar. 31, 2020 | $ 2,181,800 | 2,818,209 | 5,000,009 |
Balance (in Shares) at Mar. 31, 2020 | 4,324,988 | ||
Change in ordinary shares subject to possible redemption | $ 121,769 | 121,769 | |
Change in ordinary shares subject to possible redemption (in Shares) | 14,574 | ||
Net income (loss) | (121,769) | (121,769) | |
Balance at Jun. 30, 2020 | $ 2,303,569 | $ 2,696,440 | $ 5,000,009 |
Balance (in Shares) at Jun. 30, 2020 | 4,339,562 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net income | $ 264,371 | $ 1,092,227 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (558,639) | (1,382,661) |
Changes in current assets and current liabilities: | ||
Prepaid assets | (27,677) | 12,111 |
Accounts payable and accrued expenses | 142,875 | (5,817) |
Due to related party | 100,005 | (2,379) |
Net cash used in operating activities | (79,065) | (286,519) |
Cash Flows from Investing Activities: | ||
Purchase of investments held in Trust Account | (1,268,800) | |
Cash withdrawn from Trust Account to pay redeeming stockholders | 105,879,118 | |
Net cash provided by investing activities | 104,610,318 | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note – related party | 780,000 | |
Proceeds from promissory note | 100,000 | |
Redemption of ordinary shares | (105,879,118) | |
Net cash used in financing activities | (104,999,118) | |
Net Decrease in Cash | (467,865) | (286,519) |
Cash – Beginning of the period | 477,154 | 452,409 |
Cash – Ending of period | 9,289 | 165,890 |
Supplemental Disclosure of Non-Cash Financing Activities: | ||
Change in value of ordinary shares subject to possible redemption | $ 264,370 | $ 1,092,228 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [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, 2020, 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, Hong Ye Hong Kong Shareholding Co., Limited (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. On April 23, 2020, the Company filed an amendment to its Articles of Association with the Registrar of the British Virgin Islands to extend the time that it needs to complete an initial Business Combination from April 27, 2020 to October 26, 2020 or such an earlier date as determined by its board of directors (the “Extension”). In connection with the Extension, shareholders holding 10,073,512 public shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, an aggregate of $105,879,118 (or $10.51 per share) was removed from the Trust Account to pay such shareholders. 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 April 27, 2020 (the “Combination Period”). 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 The Company initially had until October 26, 2019 to consummate a Business Combination, however, if the Company anticipated that it would not be able to consummate a Business Combination by such deadline, it could extend the period to consummate a Business Combination by an additional six months (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. On October 18, 2019, the Company deposited $1,148,799 into its Trust Account (the “Extension Funds”) to extend the period to consummate a Business Combination until January 24, 2020. The Extension Funds were proceeds of a note in the principal amount of $1,148,800 (the “GN Note 1”) the Company issued to Global Nature Investment Holdings Limited (“Global Nature”), a company incorporated under the laws of the Cayman Islands, its registered assignees or successor in interest (the “Payee”). The GN Note 1 was issued in connection with a non-binding letter of intent entered into by and between Alberton and Global Nature on September 13, 2019, to consummate a potential Business Combination with Global Nature (the “GN LOI”) (see Note 6). On January 23, 2020, the Company deposited an additional $1,148,800 into the Trust Account to further extend the time available for the Company to complete a Business Combination from January 24, 2020 to April 27, 2020 (the “Extension”). The Extension was partially funded from a $780,000 loan provided by the Sponsor and $368,800 from the Company’s working capital. In connection with the loan provided by the Sponsor, the Company issued a promissory note (the “Sponsor Note”) to the Sponsor in the aggregate principal amount of $780,000 (see Note 5). On April 23, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the Extension from April 27, 2020 to October 26, 2020 (the “Extended Date”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,073,512 of the Company’s ordinary shares. As a result, an aggregate of $105,879,118 (or $10.51 per share) was released from the Company’s Trust Account to pay such shareholders. The Company agreed to contribute, or cause to be contributed on its behalf (the “Cash Contribution”), $60,000 for the aggregate number of Public Shares that did not convert in connection with the Extension (the “Remaining Public Shares”) for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on April 27, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Extension). The Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption. In addition, at the earlier date (the “Issuance Date”) of the consummation of its initial Business Combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share for each Remaining Public Share. Each such warrant will be identical to the warrants included in the Units sold in the Company’s Initial Public Offering (the “Dividend”, collectively with the Cash Contribution, the “Contribution”). On May 5, 2020, the Company deposited an aggregate of $120,000 into the Trust account to fund the first two months’ extension. The Extension was partially funded from a $20,000 advance provided by the Sponsor and $100,000 from the AMC Note (defined below). As of today, the Company deposited an additional $60,000 into the Trust Account to fund the next extension payment. On April 23, 2020, the Company entered into an amendment to the trust agreement with the trust agent to extend the final liquidation date of the Trust Account to the 24-month anniversary of the closing of its Initial Public Offering, which is October 26, 2020. Any additional loans that may be made to the Company to fund the Contribution, will not bear interest and will be repayable by the Company upon consummation of a Business Combination. The Company’s officers, directors or affiliates will have the sole discretion whether to continue extending additional loans for additional calendar months until the Extended Date and if the officers, directors or affiliates determine not to continue extending additional loans for additional calendar months, their obligation to extend additional loans following such determination will terminate. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 26, 2020. 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, 2020 | |
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 accompanying unaudited condensed 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 year ended December 31, 2019. Use of Estimates The preparation of condensed 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, 2020 and December 31, 2019. Investments Held in Trust Account At June 30, 2020, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. At December 31, 2019, 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 sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s 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, 2020 and December 31, 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. Adjusted Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Adjusted net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares issued and outstanding for the period. Ordinary shares subject to possible redemption at June 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted adjusted net (loss) income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At June 30, 2020 and 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 (loss) of the Company. As a result, diluted adjusted net (loss) income per ordinary share is the same as basic adjusted net (loss) income per ordinary share for the periods 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 Measurement,” 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 condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2020 | |
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 8). Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 8). 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 consisted 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, 2020 | |
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, 2020 | |
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 To participate in the private placement in connection with the Initial Public Offering, the Company’s Sponsor made a During the quarter ended June 30, 2020, the Company received an aggregate of $100,005 in advances from the Company’s Chief Executive Officer for working capital purposes, of which $20,000 was used to partially fund the Extension. The advances are non-interest bearing and due on demand. At June 30, 2020, advances of $100,005 were outstanding. 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. 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. As of June 30, 2020 and December 31, 2019, there was $300,000 outstanding under the promissory note. On January 24, 2020, the Sponsor loaned the Company $780,000 under a promissory note (the “Sponsor Note”) in order to partially fund the amount required to be deposited into the Trust Account to extend the period of time required by the Company to complete a Business Combination. The loan is non-interest bearing, unsecured and due at the closing of a Business Combination. The Sponsor Note may also be converted, at the Sponsor’s discretion, into units of the post Business Combination entity at a purchase price of $10.00 per unit. The units would be identical to the Private Units. As of June 30, 2020, there was $780,000 outstanding under the Sponsor Note. 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 each of the three months ended June 30, 2020 and 2019, the Company incurred $3,000 of administrative fees. For each of the six months ended June 30, 2020 and 2019, the Company incurred $6,000 of administrative fees. At June 30, 2020, $6,000 of such fees are included in accounts payable and accrued expenses in the accompanying condensed balance sheets. Other than the $1,000 per month administrative fee, the $290,000 payment to White and Williams LLP (an affiliate of our director) for its legal services to the Company in connection with the IPO and other payments to such firm for legal services (including with respect to periodic filings) prior to the initial Business Combination and the $300,000 of non-interest bearing loans described above, no compensation or fees of any kind, including finder’s fee, consulting fees and other similar fees, will be paid to our initial shareholders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and Business Combination as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us. |
Promissory Note
Promissory Note | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Note | Note 6 — Promissory Note On September 18, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $1,148,800 to Global Nature (the “GN Note 1”). The GN Note 1 was issued in connection with the GN LOI entered into by and between Global Nature and the Company on September 13, 2019, to consummate a potential Business Combination with Global Nature. The GN Note 1 is non-interest bearing and is payable on the date on which the Company consummates its initial Business Combination with Global Nature or another qualified target company (a “Qualified Business Combination” and such date, the “Maturity Date”), subject to certain mandatory repayment arrangement set forth in the GN Note 1. The principal balance may be prepaid at any time without penalty. As of June 30, 2020 and December 31, 2019, there was $1,148,800 outstanding under the GN Note 1. Pursuant to the GN Note 1, in the event that Global Nature notifies the Company that it does not wish to proceed with the Qualified Business Combination (the “Withdrawal Request”), the Company shall only be obligated to repay the GN Note 1 as follows: (i) 50% of the principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination with another target if the Withdrawal Request is given from after October 18, 2019; or (ii) the full principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination or the date of expiry of the term of the Company (whichever is earlier), if the parties have not entered into a definitive agreement with regard to the Qualified Business Combination within 45 days from the date of the GN Note 1 as a result of the disagreement on the valuation of the Qualified Business Combination. On March 12, 2020, the Company received the Withdrawal Request from Global Nature that it did not wish to proceed with the Qualified Business Combination. The parties are in discussion of the repayment of the GN Note 1 which shall be repaid as soon as possible with best efforts but no later than 5 business days after the Company’s Business Combination or the date of the expiry of the term of the Company (whichever is earlier). All amounts owed by the Company under the GN Note 1 become immediately due and payable upon an event of default, which includes the Company’s failure to pay the principal amount due within 5 business days of the Maturity Date and the Company’s voluntary or involuntary bankruptcy. On December 3, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $500,000 to Global Nature (the “GN Note 2”). The GN Note 2 was issued in order to fund the Company’s working capital needs. The GN Note 2 is non-interest bearing and is payable as soon as possible but in any event no later than 5 business days after the Company’s initial Business Combination or the date of the expiry of the term of the Company, whichever is earlier. The principal balance may be prepaid at any time without penalty. As of June 30, 2020 and December 31, 2019, there was $500,000 outstanding under the GN Note 2. On April 17, 2020, the Company issued an unsecured promissory note in the aggregate principal amount of $500,000 (the “AMC Note”) to Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (“AMC Sino”), a PRC company based in Qingdao, China, its registered assignees or successor in interest (the “AMC Payee”). The AMC Note was issued in connection with a non-binding letter of intent entered (“AMC LOI”) into by and between the Company and Zhongxin AmcAsset Limited (“AmcAsset”), a holding company incorporated in the British Virgin Islands, to consummate a potential business combination with AmcAsset. AmcAsset is a transnational distressed asset management company with foothold in the U.S. and China, and undergoing global expansion. AmcAsset holds 100% equity interest of Quest Mark Capital Inc., a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Management Co., Ltd (“Zhongbiao”), to which AMC Sino is related. The principal of the AMC Note of $500,000 will be paid in installments according to the needs of the Company. The AMC Note is non-interest bearing and is payable on the date on which the Company consummates its initial business combination with AMC Payee or another qualified target company, subject to certain mandatory repayment arrangement set forth in the AMC Note. The principal balance may be prepaid at any time without penalty. On May 5, 2020, the Company received first installment of $100,000 under the AMC Note. Notwithstanding the issuance of the GN Note 1, GN Note 2, AMC Note and the non-binding GN LOI and AMC LOI which have expired or been terminated under their respective terms, the Company has not entered into any definitive agreements, for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar Business Combination with one or more businesses or entities. |
Cash and Investments Held in Tr
Cash and Investments Held in Trust Account | 6 Months Ended |
Jun. 30, 2020 | |
Cash And Investment Held In Trust Account [Abstract] | |
Cash and Investments Held in Trust Account | Note 7 — Cash and Investments Held in Trust Account As of June 30, 2020, assets held in the Trust Account were comprised of $14,993,648 in money market funds which are invested in U.S. Treasury Securities. As of December 31, 2019, investments in the Company’s Trust Account consisted of $1,187,964 in United States Money Market funds and $117,857,363 in U.S. Treasury Securities, respectively. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 14,993,648 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 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 December 31, 2019 are as follows: Amortized Cost Gross Fair Value December 31, 2019 U.S. Money Market $ 1,187,964 $ — $ 1,187,964 U.S. Treasury Securities 117,857,363 41,157 117,898,520 $ 119,045,327 $ 41,157 $ 119,086,484 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Deferred Underwriter Compensati
Deferred Underwriter Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Compensation Related Costs [Abstract] | |
Deferred Underwriter Compensation | Note 9 — Deferred Underwriter Compensation 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. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 10 — Shareholders’ 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 4 Private Placement for more details. |
Reconciliation of Adjusted Net
Reconciliation of Adjusted Net (Loss) Income per Ordinary Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Adjusted Net (Loss) Income per Ordinary Share | Note 11 — Reconciliation of Adjusted Net (Loss) Income per Ordinary Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted adjusted net (loss) income per ordinary share is as follows: Three Months Ended Three Months Ended 2020 2019 2020 2019 Net (loss) income $ (121,769 ) $ 557,215 $ 264,371 $ 1,092,227 Less: income attributable to ordinary shares subject to redemption (1) (4,747 ) (639,499 ) (109,270 ) (1,273,984 ) Adjusted net (loss) income $ (126,516 ) $ (82,284 ) $ 155,101 $ (181,757 ) Basic and diluted weighted average shares outstanding (2) 4,324,988 4,104,181 4,268,590 4,091,485 Basic and diluted adjusted net (loss) income per ordinary share $ (0.03 ) $ (0.02 ) $ 0.04 $ (0.04 ) (1) Income attributable to ordinary shares subject to possible redemption was calculated in proportion of the interest income earned in the 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 and at October 26, 2020. (2) Excludes an aggregate of up to 276,676 and 10,585,569 shares subject to possible redemption at June 30, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events The Company’s management reviewed all material events that have occurred after the balance sheet date through the date which these unaudited condensed 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 unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting 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 accompanying unaudited condensed 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 year ended December 31, 2019. |
Use of Estimates | Use of Estimates The preparation of condensed 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, 2020 and December 31, 2019. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2020, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. At December 31, 2019, 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 sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s 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, 2020 and December 31, 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. |
Adjusted Net (Loss) Income per Ordinary Share | Adjusted Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Adjusted net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares issued and outstanding for the period. Ordinary shares subject to possible redemption at June 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted adjusted net (loss) income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At June 30, 2020 and 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 (loss) of the Company. As a result, diluted adjusted net (loss) income per ordinary share is the same as basic adjusted net (loss) income per ordinary share for the periods 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 Measurement,” 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 condensed financial statements. |
Cash and Investments Held in _2
Cash and Investments Held in Trust Account (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Cash And Investment Held In Trust Account [Abstract] | |
Schedule of fair value on a recurring basis | Description Level June 30, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 14,993,648 |
Schedule of gross holding gains and fair value of held-to-maturity securities | Amortized Cost Gross Fair Value December 31, 2019 U.S. Money Market $ 1,187,964 $ — $ 1,187,964 U.S. Treasury Securities 117,857,363 41,157 117,898,520 $ 119,045,327 $ 41,157 $ 119,086,484 |
Reconciliation of Adjusted Ne_2
Reconciliation of Adjusted Net (Loss) Income per Ordinary Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of portion of income that is attributable to ordinary shares subject to redemption | Three Months Ended Three Months Ended 2020 2019 2020 2019 Net (loss) income $ (121,769 ) $ 557,215 $ 264,371 $ 1,092,227 Less: income attributable to ordinary shares subject to redemption (1) (4,747 ) (639,499 ) (109,270 ) (1,273,984 ) Adjusted net (loss) income $ (126,516 ) $ (82,284 ) $ 155,101 $ (181,757 ) Basic and diluted weighted average shares outstanding (2) 4,324,988 4,104,181 4,268,590 4,091,485 Basic and diluted adjusted net (loss) income per ordinary share $ (0.03 ) $ (0.02 ) $ 0.04 $ (0.04 ) (1) Income attributable to ordinary shares subject to possible redemption was calculated in proportion of the interest income earned in the 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 and at October 26, 2020. (2) Excludes an aggregate of up to 276,676 and 10,585,569 shares subject to possible redemption at June 30, 2020 and 2019, respectively. |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | May 05, 2020 | Apr. 23, 2020 | Jan. 23, 2020 | Oct. 26, 2019 | Oct. 18, 2019 | Nov. 20, 2018 | Oct. 26, 2018 | Jun. 30, 2020 |
Organization and Business Operations (Details) [Line Items] | ||||||||
Consummated initial public offering of units (in Shares) | 1,487,992 | 10,000,000 | ||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Extension, shareholders holding, description | In connection with the Extension, shareholders holding 10,073,512 public shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, an aggregate of $105,879,118 (or $10.51 per share) was removed from the Trust Account to pay such shareholders. | |||||||
Percentage of fair market value | 80.00% | |||||||
Percentage of outstanding of public shares | 100.00% | |||||||
Net tangible assets | $ 5,000,001 | |||||||
Public share percentage | 100.00% | |||||||
Extensions fund amount | $ 1,148,800 | |||||||
Liquidation, description | In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,073,512 of the Company’s ordinary shares. As a result, an aggregate of $105,879,118 (or $10.51 per share) was released from the Company’s Trust Account to pay such shareholders. | |||||||
Cash contribution | $ 60,000 | $ (105,879,118) | ||||||
Amount deposited in trust account, description | On May 5, 2020, the Company deposited an aggregate of $120,000 into the Trust account to fund the first two months’ extension. The Extension was partially funded from a $20,000 advance provided by the Sponsor and $100,000 from the AMC Note (defined below). As of today, the Company deposited an additional $60,000 into the Trust Account to fund the next extension payment. On April 23, 2020, the Company entered into an amendment to the trust agreement with the trust agent to extend the final liquidation date of the Trust Account to the 24-month anniversary of the closing of its Initial Public Offering, which is October 26, 2020. | |||||||
Trust Account [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Trust account | $ 1,148,800 | $ 1,148,799 | $ 1,148,799 | |||||
Loan provided by the sponsor | 780,000 | |||||||
Partially company's working capital | 368,800 | |||||||
Debt instrument face amount | $ 780,000 | |||||||
Initial Public Offering [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Consummated initial public offering of units (in Shares) | 10,000,000 | |||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 100,000,000 | |||||||
Initial Public Offering [Member] | Trust Account [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 100,000,000 | |||||||
Private Placement [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||
Sale of units (in Shares) | 29,760 | 300,000 | ||||||
Gross proceeds from sale of private units | $ 297,600 | |||||||
Private Placement [Member] | Sponsor [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Sale of units (in Shares) | 300,000 | |||||||
Generating gross proceeds from private placement | $ 3,297,600 | $ 3,000,000 | ||||||
Over-Allotment Option [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 14,879,920 | |||||||
Sale of units (in Shares) | 1,487,992 | |||||||
Over-Allotment Option [Member] | Trust Account [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds from initial public offering | $ 14,879,920 | |||||||
Trust account | $ 114,879,920 | |||||||
Percentage of outstanding voting rights | 50.00% |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | Jun. 30, 2020USD ($) |
Accounting Policies [Abstract] | |
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, 2020 | |
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 1,487,992 | 10,000,000 | |
Purchase price per unit (in Dollars per share) | $ 10 | ||
Exercise price (in Dollars per share) | $ 11.50 | ||
Warrant, description | Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 8). | ||
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 10,000,000 | ||
Purchase price per unit (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
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 | ||
Purchase Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 500,000 | ||
Purchase price per unit (in Dollars per share) | $ 3.206 | ||
Exercise price (in Dollars per share) | $ 11.50 | ||
Underwriter's fees | $ 100 | ||
Aggregate exercise price | $ 5,750,000 | ||
Option to purchase ordinary shares (in Shares) | 500,000 | ||
Warrants to purchase shares and rights (in Shares) | 250,000 | ||
Ordinary shares issued upon exercise of the option (in Shares) | 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) - Private Placement [Member] - USD ($) | 1 Months Ended | 6 Months Ended |
Nov. 20, 2018 | Jun. 30, 2020 | |
Private Placements (Details) [Line Items] | ||
Sale of units | 29,760 | 300,000 |
Sale of price per unit | $ 10 | $ 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 | Aug. 01, 2018 | Nov. 20, 2018 | Oct. 26, 2018 | Aug. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 24, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Oct. 21, 2018 | Jul. 06, 2018 |
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Ordinary shares issued for services (in Shares) | 1,487,992 | 10,000,000 | |||||||||||||
Ordinary shares subject to forfeiture (in Shares) | 276,676 | 10,585,569 | |||||||||||||
General and administrative services fees | $ 1,000 | ||||||||||||||
Administrative fees expense | $ 3,000 | $ 3,000 | $ 6,000 | $ 6,000 | |||||||||||
Accounts payable and accrued expenses | 6,000 | 6,000 | |||||||||||||
Administrative fee | 1,000 | ||||||||||||||
Sponsor [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||||||||||||
Working capital loans, per unit (in Dollars per share) | $ 10 | $ 10 | |||||||||||||
Sponsor loaned [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Promissory note | $ 300,000 | ||||||||||||||
Notes outstanding | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||||
Sponsor loaned One [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Promissory note | $ 780,000 | ||||||||||||||
Notes outstanding | 780,000 | 780,000 | |||||||||||||
Promissory note, per unit (in Dollars per share) | $ 10 | ||||||||||||||
White and Williams [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Payments of legal expenses | 290,000 | ||||||||||||||
Non-interest bearing loans | 300,000 | ||||||||||||||
IPO [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Ordinary shares issued for services (in Shares) | 10,000,000 | ||||||||||||||
Private Placement [Member] | Sponsor [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Deposit on escrow account | $ 3,299,979 | ||||||||||||||
Private units subscribed (in Shares) | 329,760 | ||||||||||||||
Proceeds from private placement | $ 3,297,600 | $ 3,000,000 | |||||||||||||
Remaining private placement | $ 2,379 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Amount receivable from officers and directors for working capital purposes | 100,005 | 100,005 | |||||||||||||
Working capital fund amount | 20,000 | 20,000 | |||||||||||||
Advances outstanding | $ 100,005 | $ 100,005 | |||||||||||||
Common Class B [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Ordinary shares issued for services (in Shares) | 1,150,000 | 1,725,000 | |||||||||||||
Ordinary shares acquired (in Shares) | 1,135,000 | ||||||||||||||
Aggregate purchase price | $ 2,300 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.00202643 | ||||||||||||||
Aggregate issued for services (in Shares) | 15,000 | ||||||||||||||
Founder Shares [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Ordinary shares acquired (in Shares) | 1,650,000 | ||||||||||||||
Aggregate purchase price | $ 17,250 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.010454545 | ||||||||||||||
Aggregate issued for services (in Shares) | 75,000 | ||||||||||||||
Founder shares were forfeited (in Shares) | 3,002 | ||||||||||||||
Related party transaction, description | 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 $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||||||||
Founder Shares [Member] | IPO [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Aggregate issued for services (in Shares) | 2,875,000 | ||||||||||||||
Ordinary shares subject to forfeiture (in Shares) | 375,000 |
Promissory Note (Details)
Promissory Note (Details) - USD ($) | Apr. 17, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 03, 2019 | Sep. 18, 2019 |
Promissory Note (Details) [Line Items] | |||||
Promissory note outstanding amount | $ 1,148,800 | $ 1,148,800 | |||
Business combination withdrawal request, description | (i) 50% of the principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination with another target if the Withdrawal Request is given from after October 18, 2019; or (ii) the full principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination or the date of expiry of the term of the Company (whichever is earlier), if the parties have not entered into a definitive agreement with regard to the Qualified Business Combination within 45 days from the date of the GN Note 1 as a result of the disagreement on the valuation of the Qualified Business Combination. On March 12, 2020, the Company received the Withdrawal Request from Global Nature that it did not wish to proceed with the Qualified Business Combination. | ||||
Unsecured Promissory [Member] | |||||
Promissory Note (Details) [Line Items] | |||||
Principal amount | $ 500,000 | $ 1,148,800 | |||
Promissory note outstanding amount | $ 500,000 | $ 500,000 | |||
Unsecured Promissory One [Member] | |||||
Promissory Note (Details) [Line Items] | |||||
Principal amount | $ 500,000 | ||||
Promissory Note, description | The principal of the AMC Note of $500,000 will be paid in installments according to the needs of the Company. The AMC Note is non-interest bearing and is payable on the date on which the Company consummates its initial business combination with AMC Payee or another qualified target company, subject to certain mandatory repayment arrangement set forth in the AMC Note. The principal balance may be prepaid at any time without penalty. On May 5, 2020, the Company received first installment of $100,000 under the AMC Note. | ||||
AMC Assets [Member] | |||||
Promissory Note (Details) [Line Items] | |||||
Ownership, description | AmcAsset holds 100% equity interest of Quest Mark Capital Inc., a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Management Co., Ltd (“Zhongbiao”), to which AMC Sino is related. |
Cash and Investments Held in _3
Cash and Investments Held in Trust Account (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Money Market Funds [Member] | ||
Cash and Investments Held in Trust Account (Details) [Line Items] | ||
Investment in company's trust account | $ 14,993,648 | $ 1,187,964 |
U.S. Treasury Securities [Member] | ||
Cash and Investments Held in Trust Account (Details) [Line Items] | ||
Investment in company's trust account | $ 117,857,363 |
Cash and Investments Held in _4
Cash and Investments Held in Trust Account (Details) - Schedule of fair value on a recurring basis | Jun. 30, 2020USD ($) |
Fair Value, Inputs, Level 1 [Member] | U.S. Treasury Securities [Member] | |
Cash and Investments Held in Trust Account (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Fair Value | $ 14,993,648 |
Cash and Investments Held in _5
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities [Line Items] | |
Amortized Cost | $ 119,045,327 |
Gross Holding Gain | 41,157 |
Fair Value | 119,086,484 |
U.S. Money Market [Member] | |
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities [Line Items] | |
Amortized Cost | 1,187,964 |
Gross Holding Gain | |
Fair Value | 1,187,964 |
U.S. Treasury Securities [Member] | |
Cash and Investments Held in Trust Account (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities [Line Items] | |
Amortized Cost | 117,857,363 |
Gross Holding Gain | 41,157 |
Fair Value | $ 117,898,520 |
Deferred Underwriter Compensa_2
Deferred Underwriter Compensation (Details) - Over-Allotment Option [Member] | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Deferred Underwriter Compensation (Details) [Line Items] | |
Percentage of underwriting discount | 3.50% |
Deferred underwriting discounts and commissions value | $ 4,020,797 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Details) [Line Items] | ||
Preferred shares, authorized | 100,000,000 | 100,000,000 |
Ordinary shares, authorized | 300,000,000 | 300,000,000 |
Ordinary shares, issued | 4,339,562 | 4,212,191 |
Shares subject to possible redemption | 276,676 | 10,477,559 |
Ordinary share price (in Dollars per share) | $ 11.50 | |
Warrant [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Warrants, description | 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. | |
Warrants price (in Dollars per share) | $ 0.01 |
Reconciliation of Adjusted Ne_3
Reconciliation of Adjusted Net (Loss) Income per Ordinary Share (Details) - shares | Jun. 30, 2020 | Dec. 31, 2019 |
Earnings Per Share [Abstract] | ||
Ordinary shares subject to possible redemption | 276,676 | 10,585,569 |
Reconciliation of Adjusted Ne_4
Reconciliation of Adjusted Net (Loss) Income per Ordinary Share (Details) - Schedule of portion of income that is attributable to ordinary shares subject to redemption - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Schedule of portion of income that is attributable to ordinary shares subject to redemption [Abstract] | |||||||
Net (loss) income | $ (121,769) | $ 386,140 | $ 557,215 | $ 535,012 | $ 264,371 | $ 1,092,227 | |
Less: income attributable to ordinary shares subject to redemption | [1] | (4,747) | (639,499) | (109,270) | (1,273,984) | ||
Adjusted net (loss) income | $ (126,516) | $ (82,284) | $ 155,101 | $ (181,757) | |||
Basic and diluted weighted average shares outstanding (in Shares) | [2],[3] | 4,324,988 | 4,104,181 | 4,268,590 | 4,091,485 | ||
Basic and diluted adjusted net (loss) income per ordinary share (in Dollars per share) | $ (0.03) | $ (0.02) | $ 0.04 | $ (0.04) | |||
[1] | Income attributable to ordinary shares subject to possible redemption was calculated in proportion of the interest income earned in the 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 and at October 26, 2020. | ||||||
[2] | Excludes an aggregate of up to 276,676 and 10,585,569 ordinary shares subject to possible redemption at June 30, 2020 and 2019, respectively. | ||||||
[3] | Excludes an aggregate of up to 276,676 and 10,585,569 shares subject to possible redemption at June 30, 2020 and 2019, respectively. |