Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GigCapital2, Inc. | |
Entity Central Index Key | 0001770141 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Trading Symbol | GIX | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 22,250,000 | |
Entity Shell Company | true | |
Entity File Number | 001-38924 | |
Entity Tax Identification Number | 833838045 | |
Entity Address, Address Line One | 2479 E. Bayshore Rd | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94303 | |
City Area Code | (650) | |
Local Phone Number | 276-7040 |
Condensed Balance Sheet
Condensed Balance Sheet | Jun. 30, 2019USD ($) | |
Current Assets | ||
Cash | $ 2,529,478 | |
Prepaid expenses | 176,337 | |
Total current assets | 2,705,815 | |
Cash and marketable securities held in Trust Account | 172,718,104 | |
TOTAL ASSETS | 175,423,919 | |
Current liabilities | ||
Accounts payable | 227,986 | |
Accrued liabilities | 7,083 | |
Other current liabilities | 65,082 | |
Total liabilities | 300,151 | |
Commitments and contingencies (Note 5) | ||
Common stock subject to possible redemption, 17,012,376 shares at a redemption value of $10.00 per share | 170,123,760 | |
Stockholders’ equity | ||
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 4,307,500 shares issued and outstanding | 524 | [1] |
Additional paid-in capital | 5,028,286 | |
Accumulated deficit | (28,802) | |
Total stockholders’ equity | 5,000,008 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 175,423,919 | |
[1] | Share amounts have been retroactively restated to reflect the stock dividend of 1,232,500 shares of common stock in April 2019 and the stock dividend of 575,000 shares of common stock in June 2019 (see Note 4). |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | 1 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Statement Of Financial Position [Abstract] | |
Common stock subject to possible redemption, shares | 17,012,376 |
Common stock subject to possible redemption value per share | $ / shares | $ 10 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 5,237,624 |
Common stock, shares outstanding | 5,237,624 |
Common stock dividends, shares | 575,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||
General and administrative expenses | $ 146,624 | $ 181,824 | |
Loss from operations | (146,624) | (181,824) | |
Other income | |||
Interest income on cash and marketable securities held in Trust Account | 218,104 | 218,104 | |
Income before provision for income taxes | 71,480 | 36,280 | |
Provision for income taxes | 65,082 | 65,082 | |
Net income (loss) and comprehensive income (loss) | $ 6,398 | $ (28,802) | |
Weighted-average common shares outstanding, basic and diluted | 4,510,025 | 4,244,122 | |
Net loss per share common share, basic and diluted | [1] | $ (0.02) | $ (0.03) |
[1] | Share amounts have been retroactively restated to reflect the stock dividend of 1,232,500 shares of common stock in April 2019 and the stock dividend of 575,000 shares of common stock in June 2019 (see Note 4). |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) (Unaudited) - shares | 1 Months Ended | |
Jun. 30, 2019 | Apr. 30, 2019 | |
Income Statement [Abstract] | ||
Common stock dividends, shares | 575,000 | 1,232,500 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Founders | [1] | Private PlacementFounders | Underwriters | IPO | Common Stock | Common StockFounders | [1] | Common StockPrivate PlacementFounders | Common StockUnderwriters | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalFounders | [1] | Additional Paid-in CapitalPrivate PlacementFounders | Additional Paid-in CapitalUnderwriters | Additional Paid-in CapitalIPO | Accumulated Deficit | |
Balance at Mar. 05, 2019 | ||||||||||||||||||||
Balance, Shares at Mar. 05, 2019 | ||||||||||||||||||||
Sale of common stock | $ 25,000 | $ 5,675,000 | $ 1,200,000 | $ 168,252,570 | $ 431 | $ 56 | $ 12 | $ 1,725 | $ 24,569 | $ 5,674,944 | $ 1,199,988 | $ 168,250,845 | ||||||||
Sale of common stock, Shares | 4,307,500 | 567,500 | 120,000 | 17,250,000 | ||||||||||||||||
Issuance of insider shares for no consideration | $ 1 | (1) | ||||||||||||||||||
Issuance of Insider shares for no consideration, Shares | 5,000 | |||||||||||||||||||
Shares subject to redemption | (170,123,760) | $ (1,701) | (170,122,059) | |||||||||||||||||
Shares subject to redemption, Shares | (17,012,376) | |||||||||||||||||||
Net income (loss) | (28,802) | (28,802) | ||||||||||||||||||
Balance at Jun. 30, 2019 | $ 5,000,008 | $ 524 | 5,028,286 | (28,802) | ||||||||||||||||
Balance, Shares at Jun. 30, 2019 | 5,237,624 | 5,237,624 | ||||||||||||||||||
Balance at Mar. 31, 2019 | [1] | $ (10,200) | $ 431 | 24,569 | (35,200) | |||||||||||||||
Balance, Shares at Mar. 31, 2019 | [1] | 4,307,500 | ||||||||||||||||||
Sale of common stock | $ 5,675,000 | $ 1,200,000 | $ 168,252,570 | $ 56 | $ 12 | $ 1,725 | $ 5,674,944 | $ 1,199,988 | $ 168,250,845 | |||||||||||
Sale of common stock, Shares | 567,500 | 120,000 | 17,250,000 | |||||||||||||||||
Issuance of insider shares for no consideration | $ 1 | (1) | ||||||||||||||||||
Issuance of Insider shares for no consideration, Shares | 5,000 | |||||||||||||||||||
Shares subject to redemption | (170,123,760) | $ (1,701) | (170,122,059) | |||||||||||||||||
Shares subject to redemption, Shares | (17,012,376) | |||||||||||||||||||
Net income (loss) | 6,398 | 6,398 | ||||||||||||||||||
Balance at Jun. 30, 2019 | $ 5,000,008 | $ 524 | $ 5,028,286 | $ (28,802) | ||||||||||||||||
Balance, Shares at Jun. 30, 2019 | 5,237,624 | 5,237,624 | ||||||||||||||||||
[1] | Share amounts have been retroactively restated to reflect the stock dividend of 1,232,500 shares of common stock in April 2019 and the stock dividend of 575,000 shares of common stock in June 2019 (see Note 4). |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Equity (Deficit) (Parenthetical) (Unaudited) - $ / shares | 1 Months Ended | |
Jun. 30, 2019 | Apr. 30, 2019 | |
Sale of common stock price per share | $ 0.005804 | |
Common stock dividends, shares | 575,000 | 1,232,500 |
Private Placement | Founders | ||
Sale of common stock price per share | $ 10 | |
Underwriters | Founders | ||
Sale of common stock price per share | $ 10 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) | 4 Months Ended |
Jun. 30, 2019USD ($) | |
OPERATING ACTIVITIES | |
Net loss | $ (28,802) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | |
Interest earned on cash and marketable securities held in Trust Account | (218,104) |
Change in operating assets and liabilities: | |
Prepaid expenses | (176,337) |
Accounts payable | 70,695 |
Accrued liabilities | 7,083 |
Other current liabilities | 65,082 |
Net cash and cash equivalents used in operating activities | (280,383) |
INVESTING ACTIVITIES | |
Investment of cash in Trust Account, net | (172,500,000) |
Net cash and cash equivalents provided by financing activities | (172,500,000) |
FINANCING ACTIVITIES | |
Borrowing from related party | 99,937 |
Repayment of borrowing from related party | (99,937) |
Proceeds from sale of Private Placement Units | 5,675,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 169,050,000 |
Payment of deferred offering costs | (640,139) |
Net cash and cash equivalents provided by financing activities | 175,309,861 |
Net increase in cash and cash equivalents during period | 2,529,478 |
Cash and cash equivalents, end of period | 2,529,478 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
Offering costs included in accounts payable | 157,291 |
Founders | |
FINANCING ACTIVITIES | |
Proceeds from sale of common stock | 25,000 |
Underwriters | |
FINANCING ACTIVITIES | |
Proceeds from sale of common stock | $ 1,200,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital2, Inc. (the “Company”) was incorporated in Delaware on March 6, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). 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”). As of June 30, 2019, the Company had not commenced any operations. All activity for the period from March 6, 2019 (date of inception) through June 30, 2019 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor, GigAcquisitions2, LLC, a Delaware limited liability company (the “Sponsor”), together with one of the underwriters, EarlyBirdCapital, Inc. (“EarlyBird”) and certain affiliates and employees of EarlyBird (the “EarlyBird Group”), and Northland Gig 2 Investment LLC, a Delaware limited liability company (“Northland Investment”) collectively make up the founders of the Company (the “Founders”). On June 5, 2019, the initial registration statement on Form S-1, as amended, filed in connection with the Offering, and the subsequent registration statement on Form S-1 filed by the Company pursuant to Section 462(b) of the Securities Act to register additional securities, as amended, also in connection with the Offering, were declared effective. The Company concurrently entered into an underwriting agreement on June 5, 2019 to conduct the Offering, the initial closing of which was consummated on June 10, 2019 with the delivery of 15,000,000 units (the “Units”). The Units sold in the Offering consisted of the securities described in Note 3. The Offering generated gross proceeds of $150,000,000. Simultaneously with the initial closing of the Offering, the Company consummated the initial closing of a private placement sale (the “Private Placement”) of 492,500 units (the “Private Placement Units”), at a price of $10.00 per unit, to its Founders, and 100,000 shares of its common stock (the “Private Underwriter Shares”), at a price of $10.00 per share, to Northland Securities, Inc. (“Northland”), an affiliate of Northland Investment. The Private Placement Units consisted of the securities described in Note 4. The initial closing of the Private Placement generated gross proceeds of $5,925,000. Following the initial closing of the Offering, net proceeds in the amount of $147,000,000 from the sale of the Units and proceeds in the amount of $3,000,000 from the sale of Private Placement Units, for a total of $150,000,000, were placed in a trust account (“Trust Account”) which is described further below. On June 13, 2019, in connection with the underwriters’ exercise in full of their option to purchase an additional 2,250,000 Units solely to cover over-allotments, if any (the “over-allotment option”), the Company consummated the sale of an additional 2,250,000 Units at $10.00 per unit. Simultaneously with the closing of the sale of the additional Units, the Company consummated a second closing of the Private Placement, resulting in the sale of an additional 75,000 Private Placement Units at $10.00 per unit to the Founders, and an additional 20,000 Private Underwriter Shares at $10.00 per share to Northland. Following the closings, an additional $22,500,000 of net proceeds were placed in the Trust Account. Transaction costs amounted to $4,247,430, consisting of $3,450,000 of underwriting fees and $797,430 of the offering costs. The Company’s remaining cash after payment of the offering costs will be held outside of the Trust Account for working capital purposes. The Trust Account The funds in the Trust Account have been invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 18 months from the closing of the Offering on June 10, 2019; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 18 months from the closing of the Offering on June 10, 2019. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock have been recorded at their redemption amount and classified as temporary equity. The amount held in the Trust Account as of June 30, 2019 was $172,718,104 which represents cash and short-term investments of $172,500,000 from the sale of 17,250,000 Units at $10.00 per unit and $218,104 of interest income earned on these holdings. The Company will have 18 months from June 10, 2019, the closing date of the Offering, to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founders, Northland and the Company’s Chief Financial Officer, Ms. McDonough, who received 5,000 shares of common stock (the “insider shares”), have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the Founders, Northland or Ms. McDonough or any of the Company’s officers, directors or affiliates acquired shares of common stock after the Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2019, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's final prospectus dated June 5, 2019, as well as the Company's current reports on Form 8-K filed with the SEC on June 13, 2019 and June 14, 2019, respectively. The interim results for the period from March 6, 2019 (date of inception) through June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods. Emerging Growth Company 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 an accounting 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 accounting standard at the time private companies adopt the new or revised standard. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of June 30, 2019 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method; ii) the contingently issuable shares associated with the rights sold in the Offering and Private Placement to receive one-twentieth of one share of common stock upon the consummation of the Company’s initial Business Combination; and iii) the insider shares issued to Chief Financial Officer representing 5,000 shares of common stock underlying restricted stock awards that are still subject to forfeiture as of June 30, 2019. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended June 30, 2019 Period from March 6, 2019 (Inception) through June 30, 2019 Net income (loss) $ 6,398 $ (28,802 ) Less: net income attributable to common stock subject to redemption (117,001 ) (117,001 ) Adjusted net loss $ (110,603 ) $ (145,803 ) Weighted-average common shares outstanding, basic and diluted 4,510,025 4,244,122 Net loss per share common share, basic and diluted $ (0.02 ) $ (0.03 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of June 30, 2019, the assets held in the Trust Account consisted of U.S. Treasury Bills and cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $4,247,430 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering. Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company 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. There were no unrecognized tax benefits as of June 30, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Offering
Offering | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Offering | 3. OFFERING On June 10, 2019, the Company completed the initial closing of the Offering whereby the Company sold 15,000,000 Units at a price of $10.00 per Unit. On June 13, 2019, the Company completed the second closing of the Offering with the exercise of the over-allotment option with the consummation of the sale of an additional 2,250,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one warrant to purchase one share of common stock (the “Warrants”), and one right to receive one-twentieth (1/20) of one share of common stock upon consummation of the initial Business Combination (the “Rights”). Warrants will be exercisable for $11.50 per share, and the exercise price of the Warrants may be adjusted in certain circumstances as discussed in Note 6. On June 26, 2019, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on July 1, 2019. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “GIX.U”. Any underlying shares of common stock, warrants and rights that are separated will trade on the New York Stock Exchange under the symbols “GIX,” “GIG WS” and “GIG RT,” respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Founder Shares During the period from March 6, 2019 (date of inception) to March 12, 2019, the Sponsor and Northland Investment purchased 2,500,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or $0.01 per share. In April 2019, the Company effected a stock dividend of 0.493 shares of common stock for each outstanding share of common stock, resulting in the Sponsor and Northland Investment holding an aggregate of 3,732,500 shares of its common stock. Subsequently, the Sponsor and Northland Investment sold 68,041 shares and 31,959 shares, respectively, to EarlyBird and the EarlyBird Group collectively for an aggregate purchase price of $670, or $0.0067 per share. In June 2019, the Company effected a stock dividend of 0.1541 shares of common stock for each outstanding share of common stock, resulting in the Sponsor, Northland Investment, EarlyBird and the EarlyBird Group holding an aggregate of 4,307,500 shares of its common stock as of June 30, 2019. The Founder Shares are identical to the common stock included in the Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The Founders purchased from the Company an aggregate of 492,500 Private Placement Units at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the initial closing of the Offering. The Founders also purchased from the Company an aggregate of 75,000 Private Placement Units at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the second closing of the Offering with the exercise of the over-allotment option. Among the Private Placement Units, 481,250 units were purchased by the Sponsor, 29,900 units were purchased by EarlyBird, and 56,350 units were purchased by Northland Investment. Each Private Placement Unit consists of one share of the Company’s common stock, $0.0001 par value, one Warrant, and one right to receive one-twentieth of a share of common stock upon the consummation of the Company’s initial Business Combination. Warrants will be exercisable for $11.50 per share, and the exercise price of the Warrants may be adjusted in certain circumstances as described in Note 6. One of the Company’s underwriters, Northland, purchased 100,000 Private Underwriter Shares, at a purchase price of $10.00 per share in a private placement that occurred simultaneously with the completion of the initial closing of the Offering. Northland also purchased from the Company an aggregate of 20,000 Private Underwriter Shares at a price of $10.00 per share in a private placement that occurred simultaneously with the completion of the second closing of the Offering with the exercise of the over-allotment option. The Private Underwriter Shares are identical to the shares of common stock included in the Private Placement Units. The Company’s Founders and underwriters have agreed not to transfer, assign or sell any of their Founder Shares, Private Placement Units, shares or other securities underlying such Private Placement Units, or Private Underwriter Shares until the earlier of (i) twelve months after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Unlike the Warrants included in the Units sold in the Offering, if held by the original holder or its permitted transferees, the warrants included in the Placement Units are not redeemable by the Company and subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination. If the warrants included in the Private Placement Units are held by holders other than the initial holders or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by holders on the same basis as the Warrants included in the Offering. If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units and all of the proceeds from the sale of the Private Underwriter Shares will be part of the liquidating distribution to the public stockholders. Registration Rights On June 5, 2019, the Company entered into Registration Rights Agreement with its Founders, Northland and Ms. McDonough. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the Registration Rights Agreement. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover any over-allotments, at the initial public offering price less deferred underwriting discounts and commissions. On June 13, 2019, the underwriters elected to fully exercise their over-allotment option to purchase 2,250,000 Units at a purchase price of $10.00 per unit. The Company paid an underwriting discount of $0.20 per Unit offering price. Administrative Services Agreement and Other Agreements The Company agreed to pay $20,000 a month for office space, administrative services and secretarial support to an affiliate of the Sponsor, GigFounders, LLC. Services commence on June 6, 2019, the date the securities were first listed on the New York Stock Exchange and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Related Party Loan The Company entered into a promissory note agreement with the Sponsor under which $99,937 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest bearing, unsecured and was repaid in full on June 20, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES Business Combination Marketing Agreement The Company engaged its underwriters as advisors to assist it in holding meetings with its stockholders to discuss the potential Business Combination and the Target Business’s attributes, introduce it to potential investors that are interested in purchasing its securities in connection with the potential Business Combination, assist it in obtaining stockholder approval for the Business Combination and assist it with its press releases and public filings in connection with the Business Combination. Pursuant to that agreement, the Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Offering, including any proceeds from the exercise of the over-allotment options. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 6. STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of June 30, 2019, there were 5,237,624 shares of common stock issued and outstanding and not subject to possible redemption (of which there are 17,012,376 such shares outstanding as of June 30, 2019). Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of June 30, 2019, there were no shares of preferred stock issued and outstanding. Warrants Warrants will be exercisable for $11.50 per share, and the exercise price and number of Warrant shares issuable on exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s Founders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 18-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. Under the terms of the Warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants included in the Units. Rights Each holder of a right will receive one-twentieth (1⁄20) of one share of common stock upon consummation of an initial Business Combination, even if the holder of such right redeemed all shares of common stock held by it in connection with an initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement therefore will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1⁄20 share underlying each right (without paying any additional consideration) upon consummation of a Business Combination. More specifically, the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company. If the Company is unable to complete an initial Business Combination within 18 months from the closing date of the Offering and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any 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 shares of common stock to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Stock-based Compensation Also included in the outstanding shares of common stock are 5,000 shares issued in consideration of future services to the Company’s Chief Financial Officer, who is a non-employee consultant. These shares are subject to forfeiture if the individual resigns or is terminated for cause prior to the completion of the Business Combination. If an initial Business Combination occurs and these shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation when the completion of the Business Combination becomes probable. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 172,718,104 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2019, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's final prospectus dated June 5, 2019, as well as the Company's current reports on Form 8-K filed with the SEC on June 13, 2019 and June 14, 2019, respectively. The interim results for the period from March 6, 2019 (date of inception) through June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company 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 an accounting 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 accounting standard at the time private companies adopt the new or revised standard. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of June 30, 2019 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method; ii) the contingently issuable shares associated with the rights sold in the Offering and Private Placement to receive one-twentieth of one share of common stock upon the consummation of the Company’s initial Business Combination; and iii) the insider shares issued to Chief Financial Officer representing 5,000 shares of common stock underlying restricted stock awards that are still subject to forfeiture as of June 30, 2019. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended June 30, 2019 Period from March 6, 2019 (Inception) through June 30, 2019 Net income (loss) $ 6,398 $ (28,802 ) Less: net income attributable to common stock subject to redemption (117,001 ) (117,001 ) Adjusted net loss $ (110,603 ) $ (145,803 ) Weighted-average common shares outstanding, basic and diluted 4,510,025 4,244,122 Net loss per share common share, basic and diluted $ (0.02 ) $ (0.03 ) |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of June 30, 2019, the assets held in the Trust Account consisted of U.S. Treasury Bills and cash. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs Offering costs in the amount of $4,247,430 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company 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. There were no unrecognized tax benefits as of June 30, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Net Loss per Common Share, Basic and Diluted | In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended June 30, 2019 Period from March 6, 2019 (Inception) through June 30, 2019 Net income (loss) $ 6,398 $ (28,802 ) Less: net income attributable to common stock subject to redemption (117,001 ) (117,001 ) Adjusted net loss $ (110,603 ) $ (145,803 ) Weighted-average common shares outstanding, basic and diluted 4,510,025 4,244,122 Net loss per share common share, basic and diluted $ (0.02 ) $ (0.03 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 172,718,104 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Jun. 13, 2019 | Jun. 10, 2019 | Jun. 30, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Date of incorporation | Mar. 6, 2019 | ||
Sale of units in initial public offering | 17,250,000 | ||
Sale of stock price per unit | $ 10 | $ 10 | |
Net proceeds from sale of units in initial public offering | $ 169,050,000 | ||
Net proceeds from sale of units in private placement | $ 22,500,000 | $ 5,675,000 | |
Net proceeds from sale of units | $ 150,000,000 | ||
Transaction costs | 4,247,430 | ||
Decommissioning trust assets description | (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 18 months from the closing of the Offering on June 10, 2019; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 18 months from the closing of the Offering on June 10, 2019. | ||
Common stock redemption percentage | 100.00% | ||
Public shares redemption percentage | 100.00% | ||
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | ||
Amount held in the trust account | $ 172,718,104 | ||
Cash and short-term investments | 172,500,000 | ||
Interest income earned | $ 218,104 | ||
Common stock, shares issued | 5,237,624 | ||
Chief Financial Officer | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Common stock, shares issued | 5,000 | ||
Maximum | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Net tangible assets | $ 5,000,001 | ||
Net interest to pay dissolution expenses | $ 100,000 | ||
IPO | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of units in initial public offering | 15,000,000 | ||
Gross proceeds from issuance of unit | $ 150,000,000 | ||
Net proceeds from sale of units in initial public offering | 147,000,000 | ||
Transaction costs | $ 797,430 | ||
Private Placement | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of units in initial public offering | 75,000 | 492,500 | |
Sale of stock price per unit | $ 10 | $ 10 | |
Net proceeds from sale of units in private placement | 3,000,000 | ||
Common stock held in trust | $ 150,000,000 | ||
Private Placement | Founders | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of units in initial public offering | 492,500 | ||
Gross proceeds from issuance of unit | $ 5,925,000 | ||
Sale of stock price per unit | $ 10 | ||
Underwriters | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of units in initial public offering | 20,000 | ||
Sale of stock price per unit | $ 10 | ||
Underwriters | to Northland Securities, Inc | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of units in initial public offering | 100,000 | ||
Sale of stock price per unit | $ 10 | ||
Underwriters | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Sale of stock price per unit | $ 10 | ||
Common stock held in trust | $ 22,500,000 | ||
Number of additional units purchased by underwriters | 2,250,000 | ||
Transaction costs | $ 3,450,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 4 Months Ended |
Jun. 30, 2019USD ($)shares | |
Accounting Policies [Abstract] | |
Number of shares of common stock underlying restricted stock award subject to forfeiture | shares | 5,000 |
Offering costs charged to stockholders' equity upon completion of offering | $ 4,247,430 |
Unrecognized tax benefits | 0 |
Amount accrued for payment of interest and penalties | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Loss per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | ||
Earnings Per Share [Abstract] | |||
Net income (loss) | $ 6,398 | $ (28,802) | |
Less: net income attributable to common stock subject to redemption | (117,001) | (117,001) | |
Adjusted net loss | $ (110,603) | $ (145,803) | |
Weighted-average common shares outstanding, basic and diluted | 4,510,025 | 4,244,122 | |
Net loss per share common share, basic and diluted | [1] | $ (0.02) | $ (0.03) |
[1] | Share amounts have been retroactively restated to reflect the stock dividend of 1,232,500 shares of common stock in April 2019 and the stock dividend of 575,000 shares of common stock in June 2019 (see Note 4). |
Offering - Additional Informati
Offering - Additional Information (Details) - $ / shares | Jun. 13, 2019 | Jun. 10, 2019 | Jun. 30, 2019 |
Class Of Stock [Line Items] | |||
Units sold in offering | 15,000,000 | ||
Sale of stock price per unit | $ 10 | $ 10 | |
Number of shares of common stock per unit | 1 | ||
Common stock, par value | $ 0.0001 | 0.0001 | |
Second Closing of Offering | |||
Class Of Stock [Line Items] | |||
Units sold in offering | 2,250,000 | ||
Sale of stock price per unit | $ 10 | ||
Warrants | |||
Class Of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Rights | Warrants | |||
Class Of Stock [Line Items] | |||
Number of shares of common stock each | 0.20 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jun. 20, 2019 | Jun. 13, 2019 | Jun. 10, 2019 | Mar. 12, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 |
Related Party Transaction [Line Items] | |||||||||
Sale of common stock, Shares | 15,000,000 | ||||||||
Share price per share | $ 0.005804 | $ 0.005804 | $ 0.005804 | $ 0.005804 | |||||
Common stock dividends, shares | 575,000 | 1,232,500 | |||||||
Aggregate number of shares issued | 17,250,000 | ||||||||
Sale of stock price per unit | $ 10 | $ 10 | 10 | 10 | $ 10 | ||||
Number of shares of common stock per unit | 1 | ||||||||
Common stock, par value | $ 0.0001 | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||||
Holding period of shares for completion of initial business combination | 12 months | ||||||||
Number of trading period for transfer of shares | 20 days | ||||||||
Number of consecutive trading period for transfer of shares | 30 days | ||||||||
Underwriters option period | 45 days | ||||||||
Sale price per unit | 10 | 10 | 10 | 10 | $ 10 | ||||
Paid an underwriting discount | $ 0.20 | ||||||||
Repayment of promissory notes to related party | $ 99,937 | ||||||||
Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Period after initial business combination to allow transfer of shares | 90 days | ||||||||
Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrants | $ 11.50 | 11.50 | 11.50 | 11.50 | $ 11.50 | ||||
Warrants | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrants | 9.50 | 9.50 | 9.50 | 9.50 | |||||
Warrants | Rights | |||||||||
Related Party Transaction [Line Items] | |||||||||
Right to receive common stock | 0.20 | ||||||||
Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock price threshold that allows transfer of shares | 12.50 | ||||||||
Common Stock | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrants | $ 9.50 | $ 9.50 | $ 9.50 | $ 9.50 | |||||
Common Stock | Rights | |||||||||
Related Party Transaction [Line Items] | |||||||||
Right to receive common stock | 0.05 | 0.05 | 0.05 | 0.05 | |||||
Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares issued | 75,000 | 492,500 | |||||||
Sale of stock price per unit | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Sale price per unit | 10 | 10 | 10 | 10 | $ 10 | ||||
Private Placement | Second Closing of Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares issued | 75,000 | ||||||||
Sale of stock price per unit | 10 | 10 | 10 | $ 10 | |||||
Sale price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |||||
Private Placement | Rights | |||||||||
Related Party Transaction [Line Items] | |||||||||
Right to receive common stock | 1 | 1 | 1 | 1 | |||||
Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 1,200,000 | ||||||||
Sale of stock price per unit | $ 10 | ||||||||
Number of additional units purchased by underwriters | 2,250,000 | ||||||||
Sale price per unit | $ 10 | ||||||||
Over-Allotment Option | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock, Shares | 120,000 | 120,000 | |||||||
Sponsor and Northland Investment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock, Shares | 2,500,000 | ||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||
Share price per share | $ 0.01 | ||||||||
Common stock dividends, shares | 0.493 | ||||||||
Shares, outstanding | 3,732,500 | ||||||||
EarlyBird | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock, Shares | 68,041 | ||||||||
Share price per share | $ 0.0067 | $ 0.0067 | $ 0.0067 | $ 0.0067 | |||||
Aggregate purchase price | $ 670 | ||||||||
EarlyBird | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares issued | 29,900 | ||||||||
EarlyBird Group | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of common stock, Shares | 31,959 | ||||||||
Share price per share | $ 0.0067 | $ 0.0067 | $ 0.0067 | $ 0.0067 | |||||
Aggregate purchase price | $ 670 | ||||||||
Sponsor, Northland Investment, EarlyBird and The EarlyBird Group Holding | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock dividends, shares | 0.1541 | ||||||||
Shares, outstanding | 4,307,500 | 4,307,500 | 4,307,500 | 4,307,500 | |||||
Sponsor | Promissory Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayment of promissory notes to related party | $ 99,937 | ||||||||
Repayment of promissory notes | The promissory note was non-interest bearing, unsecured and was repaid in full on June 20, 2019. | ||||||||
Sponsor | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares issued | 481,250 | ||||||||
Northland Investment | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares issued | 56,350 | ||||||||
Northland Investment | Private Underwriter Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares issued | 100,000 | ||||||||
Sale of stock price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |||||
Sale price per unit | 10 | 10 | 10 | $ 10 | |||||
Northland Investment | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate number of shares issued | 20,000 | ||||||||
Sale of stock price per unit | 10 | 10 | 10 | $ 10 | |||||
Sale price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |||||
Sponsor Northland Investment And Early Bird | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares of common stock per unit | 1 | 1 | 1 | 1 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Sponsor Northland Investment And Early Bird | Private Placement | Rights | |||||||||
Related Party Transaction [Line Items] | |||||||||
Right to receive common stock | 0.05 | 0.05 | 0.05 | 0.05 | |||||
Sponsor Northland Investment And Early Bird | Private Placement | Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Right to receive common stock | 1 | 1 | 1 | 1 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock price per unit | $ 10 | ||||||||
Option to purchase additional units to cover over-allotments | 2,250,000 | ||||||||
Number of additional units purchased by underwriters | 2,250,000 | ||||||||
Sale price per unit | $ 10 | ||||||||
GigFounders, LLC | Office Space, Administrative Services and Secretarial Support | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment to affiliate of sponsor | $ 20,000 |
Commitments and Contingencies -
Commitments and Contingencies -Additional information (Details) | 4 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Business combination marketing agreement, underwriters fee percentage description | Pursuant to that agreement, the Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Offering, including any proceeds from the exercise of the over-allotment options |
Underwriters fee on gross proceeds of offering including over-allotment option percentage | 3.50% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 4 Months Ended | ||||
Jun. 30, 2019 | Jun. 10, 2019 | Mar. 31, 2019 | [1] | Mar. 05, 2019 | |
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Common stock, shares issued | 5,237,624 | ||||
Common stock, shares outstanding | 5,237,624 | ||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Rights | |||||
Class Of Stock [Line Items] | |||||
Period allotted to complete the business combination | 18 months | ||||
Contractual penalties for failure to deliver securities to the rights holders | $ 0 | ||||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Common stock, voting rights per share | Holders of the Company’s common stock are entitled to one vote for each share of common stock | ||||
Common stock, shares issued | 5,237,624 | ||||
Common stock, shares outstanding | 5,237,624 | 4,307,500 | |||
Shares subject to possible redemption | 17,012,376 | ||||
Common Stock | Independent Directors | |||||
Class Of Stock [Line Items] | |||||
Common stock issued in consideration of future services, shares | 5,000 | ||||
Common Stock | Rights | |||||
Class Of Stock [Line Items] | |||||
Number of shares of common stock each holder receive | 0.05 | ||||
Common Stock | Maximum | |||||
Class Of Stock [Line Items] | |||||
Exercise price of warrants | $ 9.50 | ||||
Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Warrants | |||||
Class Of Stock [Line Items] | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Extended period to consummate business combination | 20 days | ||||
Percentage of warrants exercise price | 115.00% | ||||
Period after business combination when warrants become exercisable | 30 days | ||||
Period after offering when warrants become exercisable | 12 months | ||||
Warrants exercisable expiration period after completion of business combination | 5 years | ||||
Period allotted to complete the business combination | 18 months | ||||
Net cash settlement value of warrants | $ 0 | ||||
Redemption price per warrant | $ 0.01 | ||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||
Minimum price per share required for redemption of warrants | $ 18 | ||||
Warrants redemption covenant, threshold trading days | 20 days | ||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | ||||
Warrants | Rights | |||||
Class Of Stock [Line Items] | |||||
Number of shares of common stock each holder receive | 0.20 | ||||
Warrants | Maximum | |||||
Class Of Stock [Line Items] | |||||
Exercise price of warrants | $ 9.50 | ||||
Warrants | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Percentage of aggregate gross proceeds of equity issuances | 60.00% | ||||
[1] | Share amounts have been retroactively restated to reflect the stock dividend of 1,232,500 shares of common stock in April 2019 and the stock dividend of 575,000 shares of common stock in June 2019 (see Note 4). |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on a Recurring Basis (Details) | Jun. 30, 2019USD ($) |
Assets: | |
Cash and marketable securities held in Trust Account | $ 172,718,104 |
Recurring Basis | Level 1 | |
Assets: | |
Cash and marketable securities held in Trust Account | $ 172,718,104 |