Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Dec. 31, 2018 | Feb. 13, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Constellation Alpha Capital Corp. | |
Entity Central Index Key | 1,651,944 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CNACU | |
Entity Common Stock, Shares Outstanding | 18,530,000 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Current assets: | ||
Cash | $ 44,976 | $ 449,942 |
Prepaid expenses | 41,181 | 93,503 |
Total current assets | 86,157 | 543,445 |
Marketable securities held in Trust Account | 148,463,660 | 146,350,150 |
Total assets | 148,549,817 | 146,893,595 |
Current liabilities: | ||
Accounts payable and accrued expenses | 712,702 | 30,853 |
Advances from related parties | 36,094 | 11,095 |
Total current liabilities | 748,796 | 41,948 |
Deferred underwriting fees | 5,031,250 | 5,031,250 |
Total liabilities | 5,780,046 | 5,073,198 |
Commitments | ||
Ordinary shares subject to possible redemption, 13,339,563 and 13,438,929 shares at redemption values as of December 31, 2018 and March 31, 2018, respectively | 137,769,763 | 136,820,396 |
Shareholders' Equity: | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | 0 | 0 |
Ordinary shares, no par value; unlimited shares authorized; 5,190,437 and 5,091,071 shares issued and outstanding (excluding 13,339,563 and 13,438,929 shares subject to possible redemption) as of December 31, 2018 and March 31, 2018, respectively | 3,197,020 | 4,146,387 |
Retained earnings | 1,802,988 | 853,614 |
Total shareholders' equity | 5,000,008 | 5,000,001 |
Total Liabilities and Shareholders' Equity | $ 148,549,817 | $ 146,893,595 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Mar. 31, 2018 |
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares, Issued | 5,190,437 | 5,091,071 |
Common Stock, Shares, Outstanding | 5,190,437 | 5,091,071 |
Temporary Equity, Shares Outstanding | 13,339,563 | 13,438,929 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Operating costs | $ 331,295 | $ 97,330 | $ 1,164,136 | $ 224,493 | |
Loss from operations | (331,295) | (97,330) | (1,164,136) | (224,493) | |
Other income: | |||||
Interest income | 835,712 | 360,898 | 2,146,534 | 726,784 | |
Unrealized loss on marketable securities held in Trust Account | (851) | (11,862) | (33,024) | (35,849) | |
Net income | $ 503,566 | $ 251,706 | $ 949,374 | $ 466,442 | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 5,164,033 | 5,078,655 | 5,119,384 | 4,601,770 |
Basic and diluted net loss per ordinary share | $ (0.05) | $ (0.01) | $ (0.20) | $ (0.04) | |
[1] | Excludes an aggregate of up to 13,339,563 and 13,443,938 shares subject to possible redemption at December 31, 2018 and 2017, respectively. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Temporary Equity, Shares Outstanding | 13,339,563 | 13,438,929 | 13,443,938 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income | $ 949,374 | $ 466,442 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,146,534) | (726,784) |
Unrealized loss on securities held in Trust Account | 33,024 | 35,849 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 52,322 | (67,083) |
Accounts payable and accrued expenses | 681,849 | 22,516 |
Net cash used in operating activities | (429,965) | (269,060) |
Cash Flows from Investing Activities | ||
Investment of cash in Trust Account | 0 | (145,187,500) |
Net cash used in investing activities | 0 | (145,187,500) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 140,875,000 |
Proceeds from sale of Private Units | 0 | 5,612,500 |
Advances received from related party | 24,999 | 162,255 |
Repayment of advances from related party | 0 | (319,197) |
Payment of offering costs | 0 | (344,725) |
Net cash provided by financing activities | 24,999 | 145,985,833 |
Net change in cash | (404,966) | 529,273 |
Cash - Beginning | 449,942 | 25,000 |
Cash - Ending | 44,976 | 554,273 |
Non-Cash investing and financing activities: | ||
Offering costs charge to additional paid in capital | 0 | 301,278 |
Deferred underwriting fee payable | 0 | 5,031,250 |
Initial classification of ordinary shares subject to possible redemption | 0 | 135,963,594 |
Change in value of ordinary shares subject to possible redemption | $ 949,367 | $ 466,837 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Constellation Alpha Capital Corp. (the “Company”) is a blank check company incorporated in the British Virgin Islands on July 31, 2015. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on healthcare services and manufacturing businesses in India. All activity through December 31, 2018 relates to the Company’s formation, its initial public offering (“Initial Public Offering”) of 14,375,000 units (“Units” and with respect to the ordinary shares included in the Units, the “Public Shares”), the sale of 561,250 units (the “Private Units”) in a private placement to the Company’s sponsor, Centripetal, LLC (the “Sponsor”) and Cowen Investments, LLC and their designees (“Cowen Investments”), and identifying a target company for a Business Combination. Each Unit consists of one Public Share, one right and one redeemable warrant (“Public Warrant”). Each right will convert into one-tenth (1/10) of one ordinary share. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per whole share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that 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, which holds the proceeds from the Initial Public Offering and the sale of the Private Units (the “Trust Account”), (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with 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 of 1940, as amended. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of its Public Shares (“Public 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. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($10.10 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 per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). If the Company is unable to complete a Business Combination on or before March 23, 2019 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than $10.10 per Unit. The Sponsor has agreed that it will indemnify the Company to the extent necessary to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only if such a vendor or prospective target business does not execute such a waiver. However, the Sponsor may not be able to meet such obligation as the Company has not required its Sponsor to retain any assets to provide for its indemnification obligations, nor has the Company taken any further steps to ensure that the Sponsor will be able to satisfy any indemnification obligations that arise. Moreover, the Sponsor will not be liable to the Public Shareholders if it should fail to satisfy its obligations and instead will only be liable to the Company. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On August 2, 2018, the Company entered into an agreement (“Share Purchase Agreement”) to purchase all of the issued and outstanding shares of capital stock of Medall Healthcare Private Limited, a company registered under the laws of India (“Medall”). On December 3, 2018, the Share Purchase Agreement was terminated automatically. The Company intends to continue to pursue a business combination with a target company. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2018, the Company had cash held outside the Trust Account of approximately $45,000, marketable securities held in the Trust Account of approximately $148.5 million (including approximately $3.3 million of interest income, net of unrealized losses), substantially all of which is invested in U.S. treasury bills with a maturity of 180 days or less, and a working capital deficit of approximately $663,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, the Company may have insufficient funds available to operate its business through the earlier of consummation of a Business Combination or March 23, 2019. Following the initial Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. The Company’s plans to raise capital or to consummate the initial Business Combination may not be successful. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, 2018 as filed with the SEC on June 29, 2018, which contains the audited financial statements and notes thereto. The financial information as of March 31, 2018 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018. The interim results for the three and nine months ended December 31, 2018 are not necessarily indicative of the results to be expected for the year ending March 31, 2019 or for any future interim periods. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Net loss per ordinary share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at December 31, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the earnings from the assets held in the Trust Account. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 7,468,125 ordinary shares, and (2) rights sold in the Initial Public Offering and private placement that convert into 1,493,625 ordinary shares, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of rights into ordinary shares is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods. Reconciliation of net loss per ordinary share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three months ended December 31, Nine months ended December 31, 2018 2017 2018 2017 Net income $ 503,566 $ 251,706 $ 949,374 $ 466,442 Less: Income attributable to ordinary shares subject to redemption (774,751 ) (326,418 ) (1,961,337 ) (646,162 ) Adjusted net loss $ (271,185 ) $ (74,712 ) $ (1,011,963 ) $ (179,720 ) Weighted average ordinary shares outstanding, basic and diluted 5,164,033 5,078,655 5,119,384 4,601,770 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.01 ) $ (0.20 ) $ (0.04 ) Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 3. RELATED PARTY TRANSACTIONS Administrative Services Arrangement The Company entered into an agreement whereby, commencing on June 20, 2017 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company pays the Sponsor a monthly fee of $10,000 for office space, utilities and administrative services. For the three and nine months ended December 31, 2018, the Company incurred $30,000 and $90,000 in fees for these services, respectively, of which $40,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheet at December 31, 2018. For the three and nine months ended December 31, 2017, the Company incurred $30,000 and $60,000, respectively, in fees for these services. Related Party Advances As of December 31, 2018 and 2017, the Company has an outstanding balance of $36,095 and $11,095 of advances from related parties for working capital purposes, respectively. The advances are non-interest bearing, unsecured and due on demand. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 4. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2017, the holders of the founder shares, Private Units and any units that may be issued upon conversion of the working capital loans (and underlying securities) are entitled to registration rights. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act of 1993, as amended (the “Securities Act”) to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $5,031,250 in the aggregate. Of such amount, up to approximately 0.5% per Unit, or $718,750, may be paid to third parties not participating in the Initial Public Offering that assist the Company in consummating its Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company, and such third parties will be selected by the Company in its sole and absolute discretion. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Financial Advisory Agreement In July 2018, the Company engaged a financial advisor (the “Financial Advisory Agreement”) to raise between $50.0 million and $200 million (the “Financing Raise”) from investors in exchange for a success fee (the “Success Fee”) of 1.5% of the funds raised. In addition to the Success Fee, the Company agreed to pay additional fees of up to 0.5% of funds raised, at its sole discretion. The Success Fee will be payable upon consummation of the Financing Raise. In connection with the termination of the Share Purchase Agreement with Medall in December 2018, the Financial Advisory Agreement was also terminated. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 5. SHAREHOLDERS’ EQUITY Preferred Shares — The Company is authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares will allow the Company to issue shares at different times on different terms. At December 31, 2018 and March 31, 2018, there are no preferred shares designated, issued or outstanding. Ordinary Shares — The Company is authorized to issue an unlimited number of no par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2018 and March 31, 2018, there were 5,190,437 and 5,091,071 ordinary shares issued and outstanding (excluding 13,339,563 and 13,438,929 ordinary shares subject to possible redemption). |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 6. FAIR VALUE MEASUREMENTS The Company follows the guidance in Accounting Standards Codification (“ASC”) 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2018 and March 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, March 31, Assets: Marketable securities held in Trust Account 1 $ 148,463,660 $ 146,350,150 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 7. SUBSEQUENT EVENTS On February 12, 2019, the Company filed a preliminary proxy statement with the SEC in connection with the Company's intent to hold a special meeting in lieu of its 2019 annual general meeting of shareholders for the purpose of amending the Company's Memorandum and Articles of Association to extend the date by which the Company has to consummate a Business Combination from March 23, 2019 to September 23, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, 2018 as filed with the SEC on June 29, 2018, which contains the audited financial statements and notes thereto. The financial information as of March 31, 2018 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018. The interim results for the three and nine months ended December 31, 2018 are not necessarily indicative of the results to be expected for the year ending March 31, 2019 or for any future interim periods. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per ordinary share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at December 31, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the earnings from the assets held in the Trust Account. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 7,468,125 ordinary shares, and (2) rights sold in the Initial Public Offering and private placement that convert into 1,493,625 ordinary shares, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of rights into ordinary shares is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods. Reconciliation of net loss per ordinary share The Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three months ended December 31, Nine months ended December 31, 2018 2017 2018 2017 Net income $ 503,566 $ 251,706 $ 949,374 $ 466,442 Less: Income attributable to ordinary shares subject to redemption (774,751 ) (326,418 ) (1,961,337 ) (646,162 ) Adjusted net loss $ (271,185 ) $ (74,712 ) $ (1,011,963 ) $ (179,720 ) Weighted average ordinary shares outstanding, basic and diluted 5,164,033 5,078,655 5,119,384 4,601,770 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.01 ) $ (0.20 ) $ (0.04 ) |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three months ended December 31, Nine months ended December 31, 2018 2017 2018 2017 Net income $ 503,566 $ 251,706 $ 949,374 $ 466,442 Less: Income attributable to ordinary shares subject to redemption (774,751 ) (326,418 ) (1,961,337 ) (646,162 ) Adjusted net loss $ (271,185 ) $ (74,712 ) $ (1,011,963 ) $ (179,720 ) Weighted average ordinary shares outstanding, basic and diluted 5,164,033 5,078,655 5,119,384 4,601,770 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.01 ) $ (0.20 ) $ (0.04 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2018 and March 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, March 31, Assets: Marketable securities held in Trust Account 1 $ 148,463,660 $ 146,350,150 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2018 | |
Dissolution Expenses | $ 50,000 | |
Conversion of Stock, Description | Each Unit consists of one Public Share, one right and one redeemable warrant (“Public Warrant”). Each right will convert into one-tenth (1/10) of one ordinary share. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per whole share. | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Payments to Acquire Investments to be Held in Decommissioning Trust Fund | $ 45,000 | |
Assets Held-in-trust, Noncurrent | 148,463,660 | $ 146,350,150 |
Interest Income (Expense), Net | 3,300,000 | |
Investment Company, Distributable Earnings (Loss), Accumulated Capital Loss Carryforward | $ 663,000 | |
IPO [Member] | ||
Sale of Stock, Number of Shares Issued in Transaction | 14,375,000 | |
Sale of Stock, Price Per Share | $ 10.10 | |
Private Placement [Member] | ||
Sale of Stock, Number of Shares Issued in Transaction | 561,250 | |
IPO and Private Placement [Member] | ||
Sale of Stock, Price Per Share | $ 10.10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Net income | $ 503,566 | $ 251,706 | $ 949,374 | $ 466,442 | |
Less: Income attributable to ordinary shares subject to redemption | (774,751) | (326,418) | (1,961,337) | (646,162) | |
Adjusted net loss | $ (271,185) | $ (74,712) | $ (1,011,963) | $ (179,720) | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 5,164,033 | 5,078,655 | 5,119,384 | 4,601,770 |
Basic and diluted net loss per ordinary share | $ (0.05) | $ (0.01) | $ (0.20) | $ (0.04) | |
[1] | Excludes an aggregate of up to 13,339,563 and 13,443,938 shares subject to possible redemption at December 31, 2018 and 2017, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - shares | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Public Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,468,125 | |
Public Right [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,493,625 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Due to Related Parties, Current | $ 36,094 | $ 11,095 | $ 36,094 | $ 11,095 | $ 11,095 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 10,000 | |||||
Financial Service [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 30,000 | $ 30,000 | 90,000 | $ 60,000 | ||
Accounts Payable [Member] | Financial Service [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 40,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | |
Jun. 19, 2017 | Jul. 31, 2018 | |
Deferred Fee on Gross Proceeds of Initial Public Offering, Percentage | (3.50%) | |
Deferred Underwriting Fees | $ 5,031,250 | |
Deferred Fees Related To Third Parties, Description | Of such amount, up to approximately 0.5% per Unit, or $718,750, may be paid to third parties not participating in the Initial Public Offering that assist the Company in consummating its Business Combination. | |
Financial Advisory Agreement Success Fee Percentage | 1.50% | |
Financial Advisory Agreement Additional Fees Percentage | 0.50% | |
Maximum [Member] | ||
Financial Advisory Agreement Value Of Authorized To Be Issued | $ 200,000,000 | |
Minimum [Member] | ||
Financial Advisory Agreement Value Of Authorized To Be Issued | $ 50,000,000 |
SHAREHOLDERS' EQUITY (Details T
SHAREHOLDERS' EQUITY (Details Textual) - shares | Dec. 31, 2018 | Mar. 31, 2018 |
Common Stock, Shares, Issued | 5,190,437 | 5,091,071 |
Common Stock, Shares, Outstanding | 5,190,437 | 5,091,071 |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 13,339,563 | 13,438,929 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Marketable securities held in Trust Account | $ 148,463,660 | $ 146,350,150 |