Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Constellation Alpha Capital Corp. | |
Entity Central Index Key | 0001651944 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | FL | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 5,342,532 | |
Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Ordinary Share, one Right and one Warrant | |
Trading Symbol | CNACU | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares | |
Trading Symbol | CNAC | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each Warrant entitling the holder to purchase one-half (1/2) of one Ordinary Share | |
Trading Symbol | CNACW | |
Security Exchange Name | NASDAQ | |
Rights [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights, each Right entitling the holder to receive one-tenth (1/10) of one Ordinary Share | |
Trading Symbol | CNACR | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash | $ 15,282 | $ 30,487 |
Prepaid expenses | 45,750 | 51,257 |
Total current assets | 61,032 | 81,744 |
Cash and marketable securities held in Trust Account | 12,432,054 | 12,357,980 |
Total assets | 12,493,086 | 12,439,724 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,353,005 | 1,522,158 |
Advances and notes payable | 116,154 | 36,095 |
Total current liabilities | 2,469,159 | 1,558,253 |
Deferred underwriting fees | 4,312,500 | 5,031,250 |
Total liabilities | 6,781,659 | 6,589,503 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 67,956 and 81,701 shares at redemption values as of June 30, 2019 and March 31, 2019, respectively | 711,419 | 850,217 |
Shareholders' Equity: | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | 0 | 0 |
Ordinary shares, no par value; unlimited shares authorized; 5,274,576 and 5,260,831 shares issued and outstanding (excluding 67,956 and 81,701 shares subject to possible redemption) as of June 30, 2019 and March 31, 2019, respectively | 3,340,730 | 3,201,932 |
Retained earnings | 1,659,278 | 1,798,072 |
Total shareholders' equity | 5,000,008 | 5,000,004 |
Total Liabilities and Shareholders' Equity | $ 12,493,086 | $ 12,439,724 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
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 | 5,274,576 | 5,260,831 |
Common Stock, Shares, Outstanding | 5,274,576 | 5,260,831 |
Temporary Equity, Shares Outstanding | 67,956 | 81,701 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Operating costs | $ 931,619 | $ 158,170 | |
Loss from operations | (931,619) | (158,170) | |
Other income: | |||
Interest income | 70,855 | 649,640 | |
Unrealized gain (loss) on marketable securities held in Trust Account | 3,220 | (47,682) | |
Reduction of deferred underwriting fee | 718,750 | 0 | |
Net (loss) income | $ (138,794) | $ 443,788 | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 5,260,831 | 5,091,071 |
Basic and diluted net loss per ordinary share | $ (0.03) | $ (0.02) | |
[1] | Excludes an aggregate of up to 67,956 and 13,427,259 shares subject to possible redemption at June 30, 2019 and 2018, respectively. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 |
Temporary Equity, Shares Outstanding | 67,956 | 81,701 | 13,427,259 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Retained Earnings [Member] |
Balance at Mar. 31, 2018 | $ 5,000,001 | $ 4,146,387 | $ 853,614 |
Balance (in Shares) at Mar. 31, 2018 | 5,091,071 | ||
Change in ordinary shares subject to possible redemption | (443,788) | $ (443,788) | 0 |
Change in ordinary shares subject to possible redemption (in shares) | 11,670 | ||
Net income | 443,788 | $ 0 | 443,788 |
Balance at Jun. 30, 2018 | 5,000,001 | $ 3,702,599 | 1,297,402 |
Balance (in Shares) at Jun. 30, 2018 | 5,102,741 | ||
Balance at Mar. 31, 2019 | 5,000,004 | $ 3,201,932 | 1,798,072 |
Balance (in Shares) at Mar. 31, 2019 | 5,260,831 | ||
Change in ordinary shares subject to possible redemption | 138,798 | $ 138,798 | 0 |
Change in ordinary shares subject to possible redemption (in shares) | 13,745 | ||
Net income | (138,794) | $ 0 | (138,794) |
Balance at Jun. 30, 2019 | $ 5,000,008 | $ 3,340,730 | $ 1,659,278 |
Balance (in Shares) at Jun. 30, 2019 | 5,274,576 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (138,794) | $ 443,788 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (70,854) | (649,640) |
Unrealized (gain) loss on securities held in Trust Account | (3,220) | 47,682 |
Reduction of deferred underwriting fee | (718,750) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 5,507 | 25,999 |
Accounts payable and accrued expenses | 900,406 | 67,789 |
Net cash used in operating activities | (25,705) | (64,382) |
Cash Flows from Financing Activities: | ||
Advances received from related party | 10,500 | 0 |
Net cash provided by financing activities | 10,500 | 0 |
Net change in cash | (15,205) | (64,382) |
Cash—Beginning | 30,487 | 449,942 |
Cash—Ending | 15,282 | 385,560 |
Non-Cash investing and financing activities: | ||
Change in value of ordinary shares subject to possible redemption | 138,798 | 443,788 |
Affiliated Entity [Member] | ||
Non-Cash investing and financing activities: | ||
Accounts payable paid by related party under the form of promissory notes | $ 69,559 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 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 Constellation Alpha Capital Corp. (the “Company” or “CNAC”) 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”). All activity through June 30, 2019 relates to the Company’s formation, its initial public offering consummated on June 23, 2017 (“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) purchase one-half (1/2) 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 On March 21, 2019, at the Special Meeting, the Company’s shareholders approved the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination (the “Extension”) to September 23, 2019 (the “Combination Period”). In connection with the Extension, an aggregate of 13,187,468 ordinary shares was redeemed for an aggregate payment of approximately $136.9 million out of the Trust Account. If the Company is unable to complete a Business Combination on or before 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, 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. On March 15, 2019, the Company issued a press release announcing that it had executed a non-binding Letter of Intent to merge with DermTech, Inc. (“DermTech”), a Delaware corporation and a leading moleculargenomics company, with an initial focus on skin cancer, that develops and markets novel non-invasive diagnostic tests. On May 22, 2019 and May 23, 2019, the Company entered into separate subscription agreements (each an “Initial Subscription Agreement” and, collectively, the “Initial Subscription Agreements”), with new health care focused institutional investors as well as certain existing investors in DermTech (the “Initial Subscribers”), pursuant to which the Initial Subscribers agreed to purchase an aggregate of 6,153,847 shares (the “PIPE Shares”) of the Company’s common stock for a purchase price of $3.25 per share, in a private placement in which the Company will raise an aggregate of approximately $20 million, less certain offering related expenses payable by the Company (the “Private Placement”). The PIPE Shares are identical to the shares of common stock that will be held by the Company’s public stockholders at the time of the closing of the Merger, as defined below. The closing of the sale of PIPE Shares and the Preferred Shares will be contingent upon, among other things, the substantially concurrent consummation of the Merger. On May 29, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DermTech and DT Merger Sub, Inc., a wholly owned subsidiary company of the Company incorporated in Delaware (“Merger Sub”), pursuant to which the Company will re-domicile 16,000,000 re-domicile On August 1, 2019, certain of the Initial Subscribers entered into amended and restated subscription agreements (the “Amended and Restated Subscription Agreements”) pursuant to which the Company agreed to sell to each such subscriber, and each such subscriber agreed to purchase, (i) shares of the Company’s common stock at a purchase price of $3.25 per share and (ii) shares of Series A Convertible Preferred Stock of the Company (the “Preferred Shares”) at a purchase price of $3,250 per Preferred Share. The subscribers to the Amended and Restated Subscription Agreements agreed to purchase an aggregate of 1,230,769 shares of the Company’s common stock and 1,231 Preferred Shares for an aggregate total purchase price of approximately $8 million. Pursuant to the terms of the Amended and Restated Subscription Agreements, each Preferred Share is convertible into 1,000 shares of the Company’s common stock. In connection with the New Subscription Agreement and the proposed issuance of Preferred Shares to certain subscribers, the Company received a waiver from DermTech to certain provisions of the Merger Agreement allowing the Company to (i) issue the Preferred Shares pursuant to the Amended and Restated Subscription Agreements and (ii) increase the amount of the proposed Private Placement to $24 million. On August 1, 2019, certain of the Initial Subscribers entered into an Omnibus Common Share Subscription Agreement Amendment, which modified certain of the Initial Subscription Agreements to, among other things, adjust the limitation on the aggregate proceeds that Constellation is permitted to receive from the sale of its stock from the date of the Merger Agreement from $20 million to $24 million. On August 1, 2019, the Company entered into a subscription agreement (the “New Subscription Agreement”) with a new investor (the “New Subscriber”), pursuant to which the New Subscriber agreed to purchase, and the Company agreed to sell to the New Subscriber, an aggregate of 1,230,769 shares of the Company’s common stock, at a purchase price of $3.25 per share for a total purchase price of approximately $4 million. Under the New Subscription Agreement, the shares of the Company’s common stock to be issued and the price per share are subject to adjustment for any reverse split or other adjustment that may be effected for the purpose of meeting the initial listing requirements of the Nasdaq Capital Market in connection with the consummation of the Merger. The shares of the Company’s common stock to be issued pursuant to the New Subscription Agreement will be identical to the shares of the Company’s common stock that will be held by the Company’s public stockholders upon the closing of the Transaction. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On February 22, 2019, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the NASDAQ Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the NASDAQ Capital Market. On April 8, 2019, the Company submitted a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq providing that it expects to regain compliance with the Minimum Public Holders Rule upon the consummation of the Merger. Nasdaq subsequently provided the Company with an extension until August 21, 2019, to demonstrate compliance with Nasdaq’s initial listing requirements. Going Concern Consideration The accompanying condensed consolidated 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 June 30, 2019, the Company had cash held outside the Trust Account of approximately $15,000, cash and marketable securities held in the Trust Account of approximately $12.4 million (including approximately $438,000 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 $2.4 million. 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 will have insufficient funds available to operate its business through the earlier of consummation of a Business Combination or September 23, 2019. Following the initial Business Combination, if cash on hand is insufficient, the Company will 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 | 3 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 consolidated 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 S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of estimates The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated 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. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019 and March 31, 2019. Cash and marketable securities held in Trust Account At June 30, 2019 and March 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2019 and March 31, 2019, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method Reconciliation of net (loss) income per ordinary share The Company’s net (loss) income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net (loss) income per ordinary share is calculated as follows: For the three months ended June 30, 2019 2018 Net income $ (138,794 ) $ 443,788 Less: Income attributable to ordinary shares subject to redemption (4,237 ) (562,289 ) Adjusted net income (loss) $ (143,031 ) $ (118,501 ) Weighted average ordinary shares outstanding, basic and diluted 5,260,831 5,091,071 Basic and diluted net income (loss) per ordinary share $ (0.03 ) $ (0.02 ) The calculation of income attributable to ordinary shares subject to redemption is as follows: For the three months ended June 30, 2019 2018 Income attributable to ordinary shares subject to redemption: Interest income and unrealized gains (losses) $ 74,075 $ 601,958 Less: (i) Company’s portion available to pay taxes — — (ii) Company’s portion available to be withdrawn for working capital purposes — — Subtotal 74,075 601,958 Ordinary shares subject to redemption 67,956 13,427,259 Total IPO shares 1,187,532 14,375,000 % Attributable to ordinary shares subject to redemption 5.72 % 93.41 % Income Attributable to Ordinary Shares Subject to Redemption $ 4,237 $ 562,289 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company may be subject to potential examination by foreign taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s tax provision is zero because the Company is organized in the British Virgin Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. 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 condensed consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | 3. INITIAL PUBLIC OFFERING On June 23, 2017, the Company sold 14,375,000 Units in the Initial Public Offering at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000 Units at $10.00 per Unit. Each Unit consists of one ordinary share, one Public Right and one Public Warrant. Each Public Right will convert into one-tenth (1/10) purchase one-half ( 1 2 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
PRIVATE PLACEMENT | 4. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor and Cowen Investments purchased an aggregate of 561,250 Private Units for an aggregate purchase price of $5,612,500, of which 425,000 Private Units were purchased by the Sponsor and 136,250 Private Units were purchased by Cowen Investments. The proceeds from the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, except for the Private Warrants, as described in Note 7. The holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to) until after the completion of a Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. 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 months ended June 30, 2019 and 2018, the Company incurred $30,000 in fees for these services in each period. An aggregate of $100,000 and $70,000 in fees for these services were included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets at June 30, 2019 . Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2018, the Company had an outstanding balance of approximately $11,100 of advances from related parties for expenses incurred on the Company’s behalf. In December 2018 and June 2019, the Company’s Chief Executive Officer (the “CEO”) advanced $25,000 and $10,500 to the Company, respectively. In addition, on April 17, 2019 and May 21, 2019, the Company entered into two promissory notes evidencing loans of $55,000 and $14,559 made to the Company by two lenders, respectively, for the sole purpose of paying a portion of the Company’s expenses. Subsequent to June 30, 2019, the Company received an additional advance of $24,500 from its CEO. The three advances were evidenced by promissory note for an aggregate principal amount of $60,000. The notes are non-interest bearing, unsecured and payable upon the consummation of the initial business combination. If the Company is unable to complete a business combination, the notes will be forgiven. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. 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 to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriters are entitled to a deferred fee of up to three and one-half percent ( 3.5 Pursuant to the terms of the Deferred Underwriting Fee Assignment Agreement, if the Merger is consummated and CNAC raises at least $15.0 million in proceeds from equity financings consummated prior to the one-year one-year one-year The Underwriting Fee Assignment will be effective only if and when the Merger is consummated; provided that the Underwriting Fee Assignment will not be effective in the event the Merger is consummated after September 23, 2019 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | 7. SHAREHOLDERS’ EQUITY Preferred Shares Ordinary Shares Simultaneously with the consummation of the Initial Public Offering in June 2017, the Sponsor forfeited 136,250 founder shares, which such shares were cancelled and simultaneously issued to Cowen Investments for no additional consideration (the “Cowen Shares”). The Company accounted for the Cowen Shares as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of the Cowen Shares to be $1,362,500 based upon the offering price of the Units of $10.00 per Unit. Cowen Investments has agreed not to transfer, assign or sell any of the Cowen Shares (except to certain permitted transferees) until, with respect to 50% of the Cowen Shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30- trading Rights receive one-tenth (1/10) an as-converted into If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except the Private Warrants are exercisable for cash (even if a registration statement covering the ordinary shares issuable upon exercise of such Private Warrants is not effective) or on a cashless basis, at the holder’s option, and are be redeemable by the Company, in each case so long as they are still held by the Initial Shareholders or their affiliates. The Company may call the warrants for redemption (excluding the Private Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • at any time while the Public Warrants are exercisable; • upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; • if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon 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. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 8. 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 non-financial assets are re-measured and 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 June 30, 2019 and March 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2019 March 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 12,432,054 $ 12,357,980 |
MERGER AGREEMENT
MERGER AGREEMENT | 3 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
MERGER AGREEMENT | 9. MERGER AGREEMENT On May 29, 2019 Merger Agreement Domestication The Merger Agreement provides that at least two business days prior to the Merger Closing, CNAC will re-domicile State of Delaware pursuant 0.0001 The Transaction and Consideration At the Merger Closing, all of DermTech’s outstanding common stock and preferred stock will be cancelled and converted automatically into the right to receive an aggregate of 16,000,000 Conditions to Completion of the Transaction Consummation of the Transaction is subject to customary and other conditions, including (i) the shareholders of CNAC having approved, among other things, the transactions contemplated by the Merger Agreement, (ii) the stockholders of DermTech having approved the transactions contemplated by the Merger Agreement, (iii) the completion of the Domestication, (iv) the absence of any governmental order that would prohibit the Transaction, and (v) a registration statement (as specified in the Merger Agreement) shall have been declared effective by the SEC. Termination of the Merger Agreement The Merger Agreement may be terminated prior to consummation of the Transaction by mutual consent of DermTech and CNAC. In addition, the Merger Agreement may be terminated by either DermTech or CNAC if (i) the Merger shall not have been consummated prior to September 24, 2019; (ii) any governmental authority in the United States shall have issued a final, non-appealable or otherwise preventing or prohibiting consummation of the Transaction; or (iii) the Merger Agreement shall fail to receive the requisite vote for approval when presented to CNAC’s shareholders. The Merger Agreement may also be terminated by either CNAC or DermTech in the event that certain other conditions provided for in the Merger Agreement are triggered. Registration Rights Agreement In connection with, and as a condition to the Merger Closing, the Merger Agreement provides that CNAC and certain persons and entities which will hold CNAC common stock upon the consummation of the Transaction (collectively, the “Investors”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, CNAC will be obligated to file a shelf registration statement on Form S-3 S-3 Lock-Up In connection with, and as a condition to the Merger Closing, the Merger Agreement provides that the Investors and certain persons and entities which will hold CNAC common stock upon the consummation of the Transaction will each enter into a Lock-up Subscription Agreements On May 22, 2019 and May 23, 2019, CNAC entered into separate Subscription Agreements with new health care focused Subscribers, pursuant to which the Subscribers agreed to purchase, and CNAC agreed to sell to the Subscribers, an aggregate of 6,153,847 PIPE Shares, for a purchase price of $3.25 per share, in a private placement in which CNAC will raise an aggregate of approximately $20,000,000, less certain offering related expenses payable by CNAC. The PIPE Shares are identical to the shares of CNAC common stock that will be held by CNAC’s public stockholders at the time of the Merger Closing. The closing of the sale of PIPE Closing will be contingent upon the substantially concurrent consummation of the Transaction. The PIPE Closing will occur on the date of, and immediately prior to, the consummation of the Transaction and will be subject to customary conditions. The purpose of the sale of the PIPE Shares is to raise additional capital for working capital following the Merger Closing. CNAC has agreed that, within 45 days after the consummation of the Transaction, it will file with the SEC a registration statement registering the resale of the PIPE Shares, and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable following the filing thereof. No fees or other compensation was paid or will be payable to any of the Subscribers or any third parties in consideration of the Subscribers entering into the Subscription Agreements. Forfeiture Agreement On May 29, 2019, the Sponsor entered into a Forfeiture Letter, pursuant to which the Sponsor will forfeit to CNAC an aggregate of 2,694,779 shares of CNAC common stock, effective as of immediately prior to the consummation of the Transaction. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS New Subscription Agreement On August 1, 2019, CNAC entered into the New Subscription Agreement with the New Subscriber, pursuant to which the New Subscriber agreed to purchase, and CNAC agreed to sell to the New Subscriber, an aggregate of 1,230,769 shares of CNAC common stock, at a purchase price of $3.25 per share for a total purchase price of approximately $4 million. Under the New Subscription Agreement, the shares of CNAC common stock to be issued and the price per share are subject to adjustment for any reverse split or other adjustment that may be effected for the purpose of meeting the initial listing requirements of the Nasdaq Capital Market in connection with the consummation of the Merger. The shares of CNAC common stock to be issued pursuant to the New Subscription Agreement will be identical to the shares of CNAC common stock that will be held by CNAC’s public stockholders upon the closing of the Merger. The closing of the sale of CNAC common stock pursuant to the New Subscription Agreement will be contingent upon the consummation of the Merger and will occur concurrently with the closing of the Merger, subject to customary closing conditions. The purpose of the sale of CNAC common stock pursuant to the New Subscription Agreement is to raise additional capital for working capital for CNAC following the closing of the Merger. CNAC has agreed that, within 45 days after the consummation of the Merger, it will file with the SEC a registration statement registering the resale of the CNAC common stock pursuant to the New Subscription Agreement, and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable following the filing thereof. Amended and Restated Subscription Agreements On August 1, 2019, certain of the Initial Subscribers entered into the Amended and Restated Subscription Agreements pursuant to which CNAC agreed to sell to each such subscriber, and each such subscriber agreed to purchase, (i) PIPE shares at a purchase price of $3.25 per share and (ii) Preferred Shares at a purchase price of $3,250 per Preferred Share. The subscribers to the Amended and Restated Subscription Agreements agreed to purchase an aggregate of 1,230,769 shares of CNAC common stock and 1,231 Preferred Shares for an aggregate total purchase price of approximately $8 million. Pursuant to the terms of the Amended and Restated Subscription Agreements, each Preferred Share is convertible into 1,000 shares of CNAC common stock. In connection with the closing of the Merger, CNAC will file a Certificate of Designation of Preferences, Rights and Limitations for the Preferred Shares (the “Series A Certificate of Designation”). Pursuant to the Series A Certificate of Designation, holders of the Preferred Shares will be entitled to receive dividends on an as-converted basis equal to and in the same form as dividends paid on shares of CNAC common stock when, as and if such dividends are paid on such common stock. The Series A Certificate of Designation will provide that holders of the Preferred Shares shall participate pari passu with the holders of CNAC common stock on an as-converted basis in the event of dissolution, liquidation or winding up of CNAC. The Series A Certificate of Designation also will provide that each Preferred Share will be convertible into CNAC common stock at a conversion price per share equal to $0.00325, provided that in no event shall any Preferred Shares be convertible if such conversion would result in the holder of such shares beneficially owning more than 9.99% of CNAC’s then-outstanding shares of common stock. The Preferred Shares shall have no voting rights, except with respect to certain protective provisions set forth in the Series A Certificate of Designation relating to the powers, preferences and rights of the Preferred Shares. The Preferred Shares will not be redeemable. In connection with the New Subscription Agreement and the proposed issuance of Preferred Shares to certain subscribers, CNAC received a waiver from DermTech to certain provisions of the Merger Agreement allowing CNAC to (i) issue the Preferred Shares pursuant to the Amended and Restated Subscription Agreements and (ii) increase the amount of the proposed private placement to $24 million. Omnibus Common Share Subscription Agreement Amendment On August 1, 2019, certain of the Initial Subscribers entered into an Omnibus Common Share Subscription Agreement Amendment, which modified certain of the Initial Subscription Agreements to, among other things, adjust the limitation on the aggregate proceeds that CNAC is permitted to receive from the sale of its stock from the date of the Merger Agreement from $20 million to $24 million. First Amendment to Agreement and Plan of Merger On August 1, 2019, CNAC, Merger Sub, and DermTech, entered into the First Amendment to the Agreement and Plan of Merger, which amended the Merger Agreement to add Mr. Enrico Picozza to the list of initial directors of the combined company following the consummation of the Merger. Related Party Loan On August 7, 2019, the Company received an additional advance of $24,500 from its CEO, which was evidenced together with the advances received from the CEO in December 2018 and June 2019 by a promissory note for an aggregate principal amount $60,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated 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 S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
Use of estimates | Use of estimates The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated 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. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019 and March 31, 2019. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At June 30, 2019 and March 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2019 and March 31, 2019, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method Reconciliation of net (loss) income per ordinary share The Company’s net (loss) income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net (loss) income per ordinary share is calculated as follows: For the three months ended June 30, 2019 2018 Net income $ (138,794 ) $ 443,788 Less: Income attributable to ordinary shares subject to redemption (4,237 ) (562,289 ) Adjusted net income (loss) $ (143,031 ) $ (118,501 ) Weighted average ordinary shares outstanding, basic and diluted 5,260,831 5,091,071 Basic and diluted net income (loss) per ordinary share $ (0.03 ) $ (0.02 ) The calculation of income attributable to ordinary shares subject to redemption is as follows: For the three months ended June 30, 2019 2018 Income attributable to ordinary shares subject to redemption: Interest income and unrealized gains (losses) $ 74,075 $ 601,958 Less: (i) Company’s portion available to pay taxes — — (ii) Company’s portion available to be withdrawn for working capital purposes — — Subtotal 74,075 601,958 Ordinary shares subject to redemption 67,956 13,427,259 Total IPO shares 1,187,532 14,375,000 % Attributable to ordinary shares subject to redemption 5.72 % 93.41 % Income Attributable to Ordinary Shares Subject to Redemption $ 4,237 $ 562,289 |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company may be subject to potential examination by foreign taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s tax provision is zero because the Company is organized in the British Virgin Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. |
Recently issued accounting standards | 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 condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Accordingly, basic and diluted net (loss) income per ordinary share is calculated as follows: For the three months ended June 30, 2019 2018 Net income $ (138,794 ) $ 443,788 Less: Income attributable to ordinary shares subject to redemption (4,237 ) (562,289 ) Adjusted net income (loss) $ (143,031 ) $ (118,501 ) Weighted average ordinary shares outstanding, basic and diluted 5,260,831 5,091,071 Basic and diluted net income (loss) per ordinary share $ (0.03 ) $ (0.02 ) |
Schedule Of Computation Of Income Attributable To ordinary Shares Subject To Redemption [Table Text Block] | The calculation of income attributable to ordinary shares subject to redemption is as follows: For the three months ended June 30, 2019 2018 Income attributable to ordinary shares subject to redemption: Interest income and unrealized gains (losses) $ 74,075 $ 601,958 Less: (i) Company’s portion available to pay taxes — — (ii) Company’s portion available to be withdrawn for working capital purposes — — Subtotal 74,075 601,958 Ordinary shares subject to redemption 67,956 13,427,259 Total IPO shares 1,187,532 14,375,000 % Attributable to ordinary shares subject to redemption 5.72 % 93.41 % Income Attributable to Ordinary Shares Subject to Redemption $ 4,237 $ 562,289 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and March 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2019 March 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 12,432,054 $ 12,357,980 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Detail) - USD ($) | Aug. 01, 2019 | May 29, 2019 | May 22, 2019 | Mar. 21, 2019 | Jun. 30, 2017 | Jun. 23, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 |
Capital raised through purchase of shares | $ 5,612,500 | $ 0 | $ 5,612,500 | ||||||
Dissolution expenses | $ 50,000 | ||||||||
Conversion of stock, description | Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with 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. | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||||||||
Stock redeemed during period | 13,187,468 | ||||||||
Payment for redemption of ordinary shares | $ 136,900,000 | ||||||||
Cash held out side trust | 15,000 | ||||||||
Assets held-in-trust, noncurrent | 12,432,054 | $ 12,357,980 | |||||||
Interest income (expense), net | 438,000 | ||||||||
Investment company, distributable earnings (loss), accumulated capital loss carryforward | $ 2,400,000 | ||||||||
DermTech [Member] | |||||||||
Right to receive an aggregate of shares of the company | 16,000,000 | ||||||||
Subscription Agreement [Member] | PIPE Shares [Member] | |||||||||
Capital raised through purchase of shares | $ 20,000,000 | ||||||||
Aggregate no of shares to purchase | 6,153,847 | ||||||||
Common stock purchase price | $ 3.25 | ||||||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | |||||||||
Capital raised through purchase of shares | $ 8,000,000 | ||||||||
Convertible Preferred Stock, Terms of Conversion | The Series A Certificate of Designation will provide that holders of the Preferred Shares shall participate pari passu with the holders of CNAC common stock on an as-converted basis in the event of dissolution, liquidation or winding up of CNAC. The Series A Certificate of Designation also will provide that each Preferred Share will be convertible into CNAC common stock at a conversion price per share equal to $0.00325, provided that in no event shall any Preferred Shares be convertible if such conversion would result in the holder of such shares beneficially owning more than 9.99% of CNAC’s then-outstanding shares of common stock. | ||||||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | Minimum [Member] | Modification To Agreement [Member] | |||||||||
Capital raised through purchase of shares | $ 20,000,000 | ||||||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | Maximum [Member] | Modification To Agreement [Member] | |||||||||
Capital raised through purchase of shares | $ 24,000,000 | ||||||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | Common Stock [Member] | |||||||||
Aggregate no of shares to purchase | 1,230,769 | ||||||||
Common stock purchase price | $ 3.25 | ||||||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | PIPE Shares [Member] | |||||||||
Common stock purchase price | $ 3.25 | ||||||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | Convertible Preferred Stock [Member] | |||||||||
Aggregate no of shares to purchase | 1,231 | ||||||||
Common stock purchase price | $ 3,250 | ||||||||
Shares Issued Upon Conversion | 1,000 | ||||||||
Convertible Preferred Stock, Terms of Conversion | Pursuant to the terms of the Amended and Restated Subscription Agreements, each Preferred Share is convertible into 1,000 shares of the Company’s common stock. | ||||||||
Subsequent Event [Member] | New Subscription Agreement [Member] | Common Stock [Member] | |||||||||
Capital raised through purchase of shares | $ 4,000,000 | ||||||||
Aggregate no of shares to purchase | 1,230,769 | ||||||||
Common stock purchase price | $ 3.25 | ||||||||
IPO [Member] | |||||||||
Sale of stock, number of shares issued in transaction | 14,375,000 | ||||||||
Sale of stock, price per share | $ 10 | ||||||||
Shares issued, price per share | $ 10.10 | ||||||||
Private Placement [Member] | |||||||||
Sale of stock, number of shares issued in transaction | 561,250 | ||||||||
Capital raised through purchase of shares | $ 5,612,500 | ||||||||
IPO and Private Placement [Member] | |||||||||
Sale of stock, price per share | $ 10.10 |
SCHEDULE OF EARNINGS PER SHARE,
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Net income | $ (138,794) | $ 443,788 | |
Less: Income attributable to ordinary shares subject to redemption | (4,237) | (562,289) | |
Adjusted net income (loss) | $ (143,031) | $ (118,501) | |
Weighted average ordinary shares outstanding, basic and diluted | [1] | 5,260,831 | 5,091,071 |
Basic and diluted net income (loss) per ordinary share | $ (0.03) | $ (0.02) | |
[1] | Excludes an aggregate of up to 67,956 and 13,427,259 shares subject to possible redemption at June 30, 2019 and 2018, respectively. |
INCOME ATTRIBUTABLE TO ORDINARY
INCOME ATTRIBUTABLE TO ORDINARY SHARES SUBJECT TO REDEMPTION (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Income Attributable To Ordinary Shares Subject To Redemption [Abstract] | |||
Interest income and unrealized gains (losses) | $ 74,075 | $ 601,958 | |
(i) Company's portion available to pay taxes | 0 | 0 | |
(ii) Company's portion available to be withdrawn for working capital purposes | 0 | 0 | |
Subtotal | $ 74,075 | $ 601,958 | |
Ordinary shares subject to redemption | 67,956 | 13,427,259 | 81,701 |
Total IPO shares | 1,187,532 | 14,375,000 | |
% Attributable to ordinary shares subject to redemption | $ 5.72 | $ 93.41 | |
Income Attributable to Ordinary Shares Subject to Redemption | $ 4,237 | $ 562,289 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash, FDIC insured amount | $ 250,000 | |
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 |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) | 1 Months Ended |
Jun. 23, 2017$ / sharesshares | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 |
IPO [Member] | |
Sale of stock, number of shares issued in transaction | shares | 14,375,000 |
Sale of stock, price per share | $ 10 |
Over-Allotment Option [Member] | |
Sale of stock, number of shares issued in transaction | shares | 1,875,000 |
Sale of stock, price per share | $ 10 |
PRIVATE PLACEMENT - Additional
PRIVATE PLACEMENT - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 23, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Proceeds from issuance of private placement | $ 5,612,500 | $ 0 | $ 5,612,500 |
Private Placement [Member] | |||
Sale of stock, number of shares issued in transaction | 561,250 | ||
Proceeds from issuance of private placement | $ 5,612,500 | ||
Private Placement [Member] | Cowen Investment [Member] | |||
Sale of stock, number of shares issued in transaction | 136,250 | ||
Private Placement [Member] | Sponsor [Member] | |||
Sale of stock, number of shares issued in transaction | 425,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | Aug. 07, 2019 | Mar. 31, 2018 | Jun. 20, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | May 21, 2019 | Apr. 17, 2019 | Mar. 31, 2019 |
Advances from related parties for expenses incurred | $ 11,100 | $ 10,000 | |||||||
Professional fee | $ 30,000 | $ 30,000 | |||||||
Chief Executive Officer [Member] | |||||||||
Advances from CEO | 10,500 | $ 25,000 | |||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||
Due to related parties, current | $ 60,000 | ||||||||
Advances from CEO | $ 24,500 | ||||||||
Accounts Payable [Member] | |||||||||
Accrued professional fee | 100,000 | $ 70,000 | |||||||
Commercial Paper [Member] | |||||||||
Debt instrument face amount | $ 14,559 | $ 55,000 | |||||||
Commercial Paper [Member] | Cowen Investments II LLC [Member] | |||||||||
Debt instrument face amount | $ 14,559 | $ 55,000 | |||||||
Promissory Notes [Member] | |||||||||
Debt conversion, original debt, amount | $ 1,500,000 | ||||||||
Debt instrument, convertible, conversion price | $ 10 |
COMMITMENTS AND CONTINGENCIES-
COMMITMENTS AND CONTINGENCIES- Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 19, 2017 | Jun. 30, 2019 | Mar. 31, 2019 | |
Deferred fee on gross proceeds of initial public offering, percentage | (3.50%) | ||
Underwriting Commision Payable | $ 4,312,500 | $ 5,031,250 | |
Underwriters deferred fee payment description | of which 0.5% is payable solely at the discretion of the Company | ||
Deferred Underwriting Fee Assignment Agreement [Member] | |||
Proceeds From Equity Financing | $ 15,000,000 | ||
DermTech [Member] | |||
Underwriting Commision Payable | $ 2,187,500 | ||
DermTech [Member] | Deferred Underwriting Fee Assignment Agreement [Member] | |||
Deferred underwriting fee payment terms | Pursuant to the terms of the Deferred Underwriting Fee Assignment Agreement, if the Merger is consummated and CNAC raises at least $15.0 million in proceeds from equity financings consummated prior to the one-year anniversary of the Merger Closing, excluding the proceeds received from any financing consummated prior to or simultaneous with the Merger Closing, then DermTech will pay to the underwriters $2,187,500 within two business days of CNAC receiving the proceeds from such equity financings. If CNAC fails to raise such funds by the one-year anniversary of the consummation of the Merger, then DermTech will pay to the Underwriters $1,093,750 within one week of the one-year anniversary of the Merger Closing, and the underwriters will have the option to receive an additional $1,093,750 in CNAC common stock at that time (the "Equity Payment") based on the then fair market value of CNAC common stock, or to receive $1,093,750 in cash at a later date. DermTech's payment to the Underwriters of $2,187,500, or its payment of $1,093,750 plus the Equity Payment, in either case, shall satisfy DermTech's obligation to pay the deferred underwriting fees in full, and no further payment of any kind shall be required of DermTech or CNAC in connection with the deferred underwriting fees. |
SHAREHOLDERS' EQUITY - Addition
SHAREHOLDERS' EQUITY - Additional Information (Detail) - USD ($) | 1 Months Ended | |||
Jun. 30, 2017 | Jun. 23, 2017 | Jun. 30, 2019 | Mar. 31, 2019 | |
Common stock, shares, issued | 5,274,576 | 5,260,831 | ||
Common stock, shares, outstanding | 5,274,576 | 5,260,831 | ||
Financial instruments subject to mandatory redemption, settlement terms, number of shares | 67,956 | 81,701 | ||
Founder Shares Forfeited | 136,250 | |||
Stock Issued | $ 1,362,500 | |||
Conversion of Stock, Description | Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with 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. | ||
Warrants and Rights Subject to Mandatory Redemption [Member] | ||||
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights | $ 0.01 | |||
Cowen Shares Agreement [Member] | ||||
Share Price | $ 12.50 | |||
Cowen Investment [Member] | ||||
Shares Transfer Terms And Conditions | Cowen Investments has agreed not to transfer, assign or sell any of the Cowen Shares (except to certain permitted transferees) until, with respect to 50% of the Cowen Shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30- trading day period commencing after a Business Combination, and with respect to the remaining 50% of the Cowen Shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. |
FAIR VALUE MEASUREMENTS, RECURR
FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Marketable securities held in Trust Account | $ 12,432,054 | $ 12,357,980 |
MERGER AGREEMENT - Additional I
MERGER AGREEMENT - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2019 | May 22, 2019 | Jun. 23, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Capital raised through purchase of shares | $ 5,612,500 | $ 0 | $ 5,612,500 | ||
PIPE Shares [Member] | |||||
No Of Shares Forfeited On Account Of Sponsoror | 2,694,779 | ||||
PIPE Shares [Member] | Subscription Agreement [Member] | |||||
Aggregate no of shares to purchase | 6,153,847 | ||||
Common stock purchase price | $ 3.25 | ||||
Capital raised through purchase of shares | $ 20,000,000 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) - USD ($) | Aug. 07, 2019 | Aug. 01, 2019 | Jun. 23, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Capital raised through purchase of shares | $ 5,612,500 | $ 0 | $ 5,612,500 | |||
Chief Executive Officer [Member] | ||||||
Advances from CEO | $ 10,500 | $ 25,000 | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||
Advances from CEO | $ 24,500 | |||||
Notes Payable To CEO | $ 60,000 | |||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | ||||||
Capital raised through purchase of shares | $ 8,000,000 | |||||
Description Of The Terms Of Conversion of Convertible Preferred Stock | The Series A Certificate of Designation will provide that holders of the Preferred Shares shall participate pari passu with the holders of CNAC common stock on an as-converted basis in the event of dissolution, liquidation or winding up of CNAC. The Series A Certificate of Designation also will provide that each Preferred Share will be convertible into CNAC common stock at a conversion price per share equal to $0.00325, provided that in no event shall any Preferred Shares be convertible if such conversion would result in the holder of such shares beneficially owning more than 9.99% of CNAC’s then-outstanding shares of common stock. | |||||
Convertible Stock Conversion Price Per Share | $ 0.00325 | |||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | Minimum [Member] | Modification To Agreement [Member] | ||||||
Capital raised through purchase of shares | $ 20,000,000 | |||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | Maximum [Member] | Modification To Agreement [Member] | ||||||
Capital raised through purchase of shares | $ 24,000,000 | |||||
Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | Common Stock [Member] | ||||||
Agrgate no of shares to purchase | 1,230,769 | |||||
Common stock purchase price | $ 3.25 | |||||
Subsequent Event [Member] | New Subscription Agreement [Member] | Common Stock [Member] | ||||||
Agrgate no of shares to purchase | 1,230,769 | |||||
Common stock purchase price | $ 3.25 | |||||
Capital raised through purchase of shares | $ 4,000,000 | |||||
PIPE Shares [Member] | Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | ||||||
Common stock purchase price | $ 3.25 | |||||
Convertible Preferred Stock [Member] | Subsequent Event [Member] | Amended And Restated Subscription Agreement [Member] | ||||||
Agrgate no of shares to purchase | 1,231 | |||||
Common stock purchase price | $ 3,250 | |||||
Description Of The Terms Of Conversion of Convertible Preferred Stock | Pursuant to the terms of the Amended and Restated Subscription Agreements, each Preferred Share is convertible into 1,000 shares of the Company’s common stock. | |||||
Shares Issued Upon Conversion | 1,000 |