Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Aug. 09, 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 Interactive Data Current | Yes | |
Entity Registrant Name | Modern Media Acquisition Corp. | |
Entity Central Index Key | 0001695098 | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Address, State or Province | GA | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 6,581,665 | |
Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | MMDMU | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Units, each consisting of one share of common stock, one right and one-half of one warrant | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | MMDM | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common stock | |
Rights [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | MMDMR | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Rights, each exchangeable into one-tenth of one share of common stock | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | MMDMW | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current Assets | ||
Cash | $ 9,241 | $ 115,529 |
Prepaid expenses and other current assets | 61,642 | 41,250 |
Total Current Assets | 70,883 | 156,779 |
Investment securities held in Trust Account | 14,525,384 | 152,420,927 |
Total Assets | 14,596,267 | 152,577,706 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,224,805 | 1,911,055 |
Income taxes payable | 245,421 | 59,223 |
Working capital loan | 30,000 | |
Promissory note – related party | 1,965,675 | 491,419 |
Total Current Liabilities | 4,465,901 | 2,461,697 |
Deferred underwriting fees | 4,785,000 | 7,785,000 |
Deferred legal fees payable | 300,000 | 300,000 |
Total Liabilities | 9,550,901 | 10,546,697 |
Commitments and Contingencies (see note 3) | ||
Common stock subject to possible redemption, $0.0001 par value; 4,433 and 13,522,841 shares at redemption value of approximately $10.23 as of June 30, 2019 and 10.13 as of March 31, 2019, respectively | 45,364 | 137,031,005 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued or outstanding as of June 30, 2019 or March 31, 2019 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,577,232 and 6,409,478 shares issued and outstanding (excluding 4,433 and 13,522,841 shares subject to possible redemption) as of June 30, 2019 and March 31, 2019, respectively | 658 | 641 |
Additional paid-in capital | 3,728,523 | 3,901,718 |
Retained earnings | 1,270,821 | 1,097,645 |
Total Stockholders' Equity | 5,000,002 | 5,000,004 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 14,596,267 | $ 152,577,706 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares issued | 4,433 | 13,522,841 |
Common stock subject to possible redemption, shares outstanding | 4,433 | 13,522,841 |
Common stock subject to possible redemption, redemption value per share | $ 10.23 | $ 10.13 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,577,232 | 6,409,478 |
Common stock, shares outstanding | 6,577,232 | 6,409,478 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||
Operating costs | $ 510,846 | $ 164,711 |
Loss from operations | (510,846) | (164,711) |
Interest income | 870,220 | 802,262 |
Income before provision for income taxes | 359,374 | 637,551 |
Provision for income taxes | (186,198) | (158,054) |
Net Income | $ 173,176 | $ 479,497 |
Weighted average common shares outstanding: | ||
Basic | 6,411,321 | 6,321,481 |
Diluted | 17,584,951 | 25,875,000 |
Basic and diluted net income per common share: | ||
Basic | $ 0.03 | $ 0.08 |
Diluted | $ 0.01 | $ 0.02 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Mar. 31, 2018 | $ 5,000,005 | $ 632 | $ 4,549,828 | $ 449,545 |
Beginning balance, shares at Mar. 31, 2018 | 6,322,003 | |||
Change in value of common stock subject to possible redemption | (479,498) | $ (5) | (479,493) | |
Change in value of common stock subject to possible redemption, shares | (47,475) | |||
Net income | 479,497 | 479,497 | ||
Ending balance at Jun. 30, 2018 | 5,000,004 | $ 627 | 4,070,335 | 929,042 |
Ending balance, Shares at Jun. 30, 2018 | 6,274,528 | |||
Beginning balance at Mar. 31, 2019 | 5,000,004 | $ 641 | 3,901,718 | 1,097,645 |
Beginning balance, shares at Mar. 31, 2019 | 6,409,478 | |||
Change in value of common stock subject to possible redemption | (3,173,178) | $ 17 | (3,173,195) | |
Change in value of common stock subject to possible redemption, shares | 167,754 | |||
Waiver of deferred underwriting fee | 3,000,000 | 3,000,000 | ||
Net income | 173,176 | 173,176 | ||
Ending balance at Jun. 30, 2019 | $ 5,000,002 | $ 658 | $ 3,728,523 | $ 1,270,821 |
Ending balance, Shares at Jun. 30, 2019 | 6,577,232 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 173,176 | $ 479,497 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (870,220) | (802,262) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (20,392) | (32,085) |
Account payable and accrued expenses | 313,750 | 29,008 |
Income taxes payable | 186,198 | 158,054 |
Net cash used in operating activities | (217,488) | (167,788) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account | 140,158,819 | |
Interest income released from Trust Account to pay taxes | 81,200 | 50,624 |
Net cash provided by investing activities | 140,240,019 | 50,624 |
Cash Flows from Financing Activities: | ||
Redemption of common stock | (140,158,819) | |
Proceeds from advance from related party | 30,000 | |
Net cash used in financing activities | (140,128,819) | 0 |
Net Change in Cash | (106,288) | (117,164) |
Cash – Beginning | 115,529 | 558,398 |
Cash – Ending | 9,241 | 441,234 |
Non-Cash Investing and Financing Activities: | ||
Change in value of common stock subject to possible redemption | (3,173,178) | $ (479,498) |
Waiver of a portion of deferred underwriting fee | 3,000,000 | |
Contribution to Trust Account by Sponsor | $ 1,474,256 |
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 Modern Media Acquisition Corp. (the “Company,” “we,” “us” or “our”) was initially formed as a Delaware limited liability company on June 9, 2014 under the name of M Acquisition Company I LLC. On January 3, 2017, the Company converted from a limited liability company to a Delaware C Corporation and changed its name to Modern Media Acquisition Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with one or more businesses (a “Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. All activity through June 30, 2019 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, its search for a Business Combination and activities in connection with the proposed business combination with Akazoo Limited, a private company incorporated under the laws of Scotland (“Akazoo”) (see Note 6). The registration statement for the Company’s Initial Public Offering was declared effective on May 11, 2017. On May 17, 2017 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,320,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Company’s sponsor, Modern Media Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,320,000, which is described in Note 4. Transaction costs amounted to $12,309,271, consisting of $3,600,000 of underwriting fees, $7,785,000 of deferred underwriting fees payable (which are held in the Trust Account (as defined below)) and $924,271 of other costs. Following the closing of the Initial Public Offering, $209,070,000 ($10.10 per Unit) of the net proceeds from the sale of the Units and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in an open-ended investment company that holds itself out as a money market fund meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Nasdaq Capital Market (“NASDAQ”) rules provide that the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the funds held in the Trust Account) at the time of 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. Except as discussed below, the stockholders will be entitled to redeem their Public Shares at a per-share per-share The Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may acquire (i) in connection with the completion of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination within the Combination Deadline (as defined below), and (with respect to their Founder Shares only), (iii) if the Company fails to complete a Business Combination within the Combination Period and (iv) upon the Company’s liquidation (although the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the Combination Deadline). Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to an aggregate of 20.0% or more of the shares sold in the Initial Public Offering without the Company’s consent. However, there will be no restriction on the Company’s stockholders’ ability to vote all of their Public Shares for or against a Business Combination. Under the Company’s Charter, the Company had until November 17, 2018 (the “Initial Date”) to complete a Business Combination, or February 17, 2019 if the Company executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by the Initial Date but had not completed a Business Combination by such date (the “Combination Period”). Effective October 31, 2018, the Company signed a non-binding On June 14, 2019, the Company held a meeting of the stockholders of the Company at which the stockholders approved, among other things, a proposal to amend (the “Second Charter Amendment”) the Company’s Charter to extend the deadline to complete a Business Combination from June 17, 2019 to September 17, 2019 (the “Combination Deadline”). In connection with approval of the Second Charter Amendment, stockholders elected to redeem an aggregate of 13,350,654 shares of the Company’s Common Stock. Giving effect to the completion of such redemptions (which were paid on July 1, 2019), as of June 30, 2019, the Company had approximately $14.5 million in cash remaining in the Trust Account and 6,581,665 shares of common stock issued and outstanding. If the Company does not consummate the pending transaction with Akazoo, or any other Business Combination, on or before the Combination Deadline, and that date is not otherwise extended by the Company’s stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the Public Shares, at a per-share 50,000 The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination by the Combination Deadline 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 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 only $10.23 share. In order to protect the amounts held in the Trust Account, the Company has entered into an agreement with the Sponsor (the “Indemnifier”), pursuant to which the Indemnifier has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a Business Combination, reduce the amount of funds in the Trust Account below a specified threshold. This liability does not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of its Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Indemnifier will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Indemnifier 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. Going Concern As of June 30, 2019, the Company had approximately $9,000 in its operating bank account, approximately $131,000 of interest available to pay franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses) and a working capital deficit of approximately $4,395,000. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth In order to finance transaction costs in connection with a Business Combination, (i) the Sponsor has committed to loan the Company up to an aggregate of $500,000, to be provided in the event that funds held outside of the Trust Account are insufficient to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements prior to a Business Combination and (ii) the Sponsor, one or more affiliates of the Sponsor or certain of the Company’s officers or directors may, but are not obligated to, loan the Company any additional funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay any such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into working capital loan warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The working capital loan warrants will be identical to the Private Placement Warrants issued to the Sponsor. Other than as set forth above, the terms of such loans by the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers or directors, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers or directors, if any, as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through September 17, 2019, the scheduled liquidation date of the Company. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable 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 financial statements have been prepared in accordance with generally accepted accounting principles 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of 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 stockholder 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 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 periods. 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 those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not Investments held in Trust Account At June 30, 2019 and March 31, 2019, the assets held in the Trust Account were held in investments. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June and 30, 2019 and March 31, 2019, 4,433 and 13,522,841, respectively, shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Offering costs Offering costs consist principally of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs of $12,309,271 were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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 The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended June 30, 2019 and 2018, the Company recorded income tax expense of approximately $186,000 and $158,000, respectively, primarily related to interest income earned on the Trust Account. The Company’s effective tax rate for the three months ended June 30, 2019 and 2018 was approximately 52% and 25%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the area 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 federal, state and city 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. Net income per common share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at June 30, 2019 and 2018 have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 17,670,000 shares of common stock and (2) rights sold in the Initial Public Offering that are convertible into 2,070,000 shares of common stock, in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. Diluted net income per share for ended June 30, 2019 and 2018 includes the impact of 17,584,951 and 25,875,000 shares of common stock, respectively. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2019 and 2018, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. 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 financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Initial Public Offering | 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,700,000 Units at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Units. Each Unit consists of one share of the Company’s common stock, one right (“Public Right”) and one-half one-tenth |
Private Placement
Private Placement | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Private Placement | 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 7,320,000 Private Placement Warrants at $1.00 per warrant (for an aggregate purchase price of $7,320,000). Each Private Placement Warrant is exercisable to purchase one share of the Company’s common stock at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. There are no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. If the Company does not complete a Business Combination by the Combination Deadline, the proceeds of the sale of the Private Placement Warrants will be used to fund the required redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2014, the Company was formed by MIHI LLC (“MIHI”), at which point MIHI paid an aggregate purchase price of $25,000, or approximately $250.00 per share, for its ownership interest in the Company. Prior to this initial investment, the Company had no assets, tangible or intangible. In January 2017, MIHI transferred its ownership interest in the Company, consisting of 100 shares of the Company’s common stock, to the Sponsor for no consideration. The per share price for the common stock was determined by dividing the amount initially contributed to the Company by the number of shares of common stock issued. On February 15, 2017, the Company completed a 71,875 to one stock split (the “Stock Split”) of its common stock and, as a result, 7,187,500 shares of the Company’s common stock were outstanding (the “Founder Shares”). The Sponsor subsequently sold certain of such shares to certain of the Company’s officers and/or directors, and thereafter, the Sponsor surrendered 2,875,000 Founder Shares to the Company for no consideration. On May 11, 2017, the Company declared and paid to its stockholders a stock dividend (the “Stock Dividend”) of approximately 0.20475 shares for each share then held. All of the stockholders other than the Sponsor surrendered to the Company for no consideration the shares of common stock received by them in the Stock Dividend. As a result thereof, the total number of Founder Shares outstanding increased from 4,312,500 to 5,175,000 and the number of Founder Shares held by the Sponsor increased from 4,212,500 to 5,075,000. The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees) until the earlier of one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, (i) the last reported closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading “Lock-Up Promissory Note — Related Party In connection with the Company’s special meeting of stockholders held on February 8, 2019, the Sponsor agreed to contribute to the Company as a loan $0.0333 for each Public Share that did not redeem in connection with the stockholder vote to approve the Charter Amendment for each month, or portion thereof, that is needed by the Company to complete a Business Combination from February 17, 2019 until the June 17, 2019 (the “Contribution”). The Contribution was conditional upon the approval of the Charter Amendment, which occurred on February 8, 2019. The On February 17, 2019, the Company executed and delivered to the Sponsor, a promissory note in the principal amount of up to $1,966,000 (the “Note”). The Note evidences the Company’s obligation to repay all loans to be made by the Sponsor pursuant to the Contribution, which aggregate amount will constitute the principal amount payable under the Note. The Note will not bear interest. The Sponsor may, at its option, convert each $1.00 outstanding $1,965,675 outstanding under the Note. Related Party Loans In order to finance potential transaction costs in connection with a Business Combination, (i) the Sponsor has committed to loan the Company up to an aggregate of $500,000 in the event that funds held outside of the Trust Account are insufficient to fund expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to a Business Combination and (ii) the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company any additional funds as may be required (“Working Capital Loans”), which will be repaid only upon the completion of a Business Combination. If the Company does not complete a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants with respect to exercise price, exercisability and exercise period, except as provided in the Company’s registration statement filed in connection with the Initial Public Offering. As of June 30, 2019, the Company had $ 30,000 |
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 the Closing Date, the holders of the Founder Shares and Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and their respective permitted transferees (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, in the case of the Founder Shares and the Private Placement Warrants (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), excluding short form demands, and one demand, in the case of the warrants that may be issued upon the conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of such warrants), that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 any applicable lock-up Deferred Underwriting Commission The underwriters are entitled to a deferred fee of $0.38 per Unit, or $7,785,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the pending business combination with Akazoo, the underwriters have waived their right to receive $3,000,000 $4,785,000 Right of First Refusal The Company granted Macquarie Capital (USA) Inc., an affiliate of the Sponsor and an underwriter of the Initial Public Offering, a right of first refusal for a specified period from the closing date of the Initial Public Offering to provide to the Company certain financial advisory, underwriting, capital raising, and other services for which they may receive fees. The actual amount of fees to be paid will vary significantly based on the size of any transaction and the extent to which other investment banks are involved. Deferred Legal Fees The Company is obligated to pay deferred legal fees of $300,000 upon the consummation of a Business Combination for services performed in connection with the Initial Public Offering. If no Business Combination is consummated, the Company will not be obligated to pay such fees. Akazoo Business Combination On January 24, 2019, the Company, Akazoo, Apostolos N. Zervos (“Mr. Zervos”), acting in accordance with article 100-17 société anonyme 100-17 société anonyme The Akazoo Business Combination will be effected as follows: (i) in accordance with Luxembourg law and the Delaware General Corporation Law (the “DGCL”), the Company will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Merger”); (ii) no later than seven days prior to the effective date of the Merger, LuxCo will acquire the entire issued share capital of Akazoo by issuing LuxCo shares (“LuxCo Shares”) to the Akazoo shareholders (the “Share Exchange”), such that the shareholdings of LuxCo will be identical to that of Akazoo prior to the Share Exchange; and (iii) on the calendar day following the effective date of the Merger, LuxCo will merge with and into PubCo in accordance with Luxembourg law, with PubCo remaining as the surviving publicly traded entity (the “Luxembourg Merger”). Following the consummation of the Luxembourg Merger, Akazoo will be a direct, wholly owned subsidiary of PubCo, and the current security holders of the Company and Akazoo will be shareholders of PubCo. Subject to the terms of the Business Transaction Agreement and at the consummation of the Merger, each share of the Company’s common stock will convert into the right to receive one PubCo ordinary share, and each warrant to purchase the Company’s common stock (each, a “Company Warrant”) will convert into a warrant to purchase an equal number of PubCo ordinary shares (each, a “PubCo Warrant”) on the same terms as the Company warrants. Also, as a result of the transactions, the holders of the Company’s currently outstanding rights to purchase the Company’s common stock will receive, with respect to each right, 0.1 PubCo ordinary shares. Existing Akazoo shareholders will receive an aggregate number of PubCo ordinary shares equal to an assumed Akazoo enterprise value of $380 million (less any cash payment to them) divided by the per share redemption price applicable to any redemptions by public stockholders of the Company. Additionally, subject to the terms of the Business Transaction Agreement, as consideration for the cancellation of their LuxCo Shares in exchange for PubCo ordinary shares in the Luxembourg Merger, (i) each issued and outstanding LuxCo Share will be cancelled, and (ii) each LuxCo shareholder will be entitled to receive its pro rata share of the Share Consideration (as defined in the Business Transaction Agreement). The Business Transaction Agreement provides for customary conditions precedent to closing, including (i) approval by the Company’s stockholders of (A) the adoption of the Business Transaction Agreement and the transactions contemplated thereby pursuant to Section 251 of the DGCL, and (B) any other proposals the parties deem necessary or desirable to consummate the Akazoo Business Combination (collectively, the “Transaction Proposals”), in accordance with the rules and regulations of Nasdaq, the Company’s organizational documents and the DGCL, (ii) approval of the Transactions by the Akazoo shareholders in accordance with the laws of Scotland and Akazoo’s organizational documents, (iii) a registration statement on Form F-4 As discussed above, the consummation of the Business Combination is conditioned upon there being not less than $53 million available between MMAC’s trust account and any additional capital otherwise available to MMAC at the time of consummation of the Business Combination, although such condition may be waived by Akazoo. As of June 30, 2019, MMAC had approximately $14.7 million in cash in its trust account. Given the amount currently in MMAC’s trust account, PubCo is in the process of securing binding commitments to purchase PubCo units, comprised of PubCo equity securities, in a private placement offering on terms agreed to by the parties to the Business Transaction Agreement (such private placement offering, the “PIPE Financing”). The parties anticipate that proceeds from the PIPE Financing, together with cash available in MMAC’s trust account, would provide PubCo with at least an aggregate of $53 million of available cash after consummation of the Business Combination and the offering, before payment of any fees and expenses. There is no guarantee that the PIPE Financing will be successful or that the other closing conditions under the Business Transaction Agreement will be satisfied or waived before September 17, 2019, the date on which MMAC must begin to liquidate its trust account pursuant to the Charter. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Jun. 30, 2019 | |
Federal Home Loan Banks [Abstract] | |
Stockholder's Equity | 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock 6,577,232 6,409,478 4,433 13,522,841 Rights one-tenth as-converted If the Company is unable to complete a Business Combination by the Combination Deadline and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the Public Rights. Accordingly, the Public Rights may expire worthless. Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing date of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable The Company may redeem the Public Warrants (the “30-day • in whole and not in part; • at a price of $ 0.01 • upon a minimum of 30 • if, and only if, the last reported closing price of the Company’s common stock equals or exceeds $ 18.00 30-trading • if, and only if, there is an effective registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of common stock is available throughout the 30-day 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 is described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below their 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 the 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 ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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: Investments held in Trust Account 1 $ 14,525,384 $ 152,420,927 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. SUBSEQUENT EVENTS On July 29, 2019, the Company, PubCo, Unlimited Music S.A., Akazoo and Macquarie Capital (USA) Inc. (solely for purposes of Section 13 to the agreement discussed below), entered into a Letter Agreement (the “Letter Agreement”) that, among other things, amended certain provisions of the Business Transaction Agreement to provide for the contemplated PIPE Financing (as defined below), which is expected to close immediately after the consummation of the Business Combination. Pursuant to the Letter Agreement, the Business Transaction Agreement was amended to provide that consummation of the Business Combination is conditioned upon there being not less than $53 million of available cash between the Company’s trust account and any additional capital otherwise available to the Company at the time of consummation of the Business Combination, although such condition may be waived by Akazoo. Given the amount currently in the Company’s trust account, the Letter Agreement provides that, if received prior to August 16, 2019, any binding commitments to purchase PubCo Ordinary Shares (as defined below) in a private placement offering on terms agreed to by the parties to the Business Transaction Agreement (such private placement offering, the “PIPE Financing”) will be deemed additional capital otherwise available to the Company. The Letter Agreement also provides that, upon consummation of the Business Combination, Modern Media Sponsor LLC will forfeit 2.6 million PubCo Ordinary Shares and will forfeit 7.32 million warrants to purchase PubCo Ordinary Shares (“PubCo Warrants”) upon consummation of the PIPE Financing; provided, that if gross proceeds from the PIPE Financing are such that PubCo will have an aggregate of $60 million of available cash after consummation of the Business Combination and PIPE Financing, instead of the 2.6 million PubCo Ordinary Shares originally agreed to be forfeited in the Letter Agreement, the sponsor would forfeit 2.35 million PubCo Ordinary Shares and, if PubCo will have an aggregate of $70 million of available cash after consummation of the Business Combination and PIPE Financing, instead of the 2.6 million PubCo Ordinary Shares originally agreed to be forfeited in the Letter Agreement, the sponsor would forfeit 2.1 million PubCo Ordinary Shares. The Letter Agreement also provides that, upon consummation of the Business Combination, amounts owed by the Company to certain creditors will be converted into PubCo Ordinary Shares and that the amount of expenses payable by the Company contemplated in the Business Transaction Agreement will be modified on a sliding scale, depending on the amount of available cash that the Company has upon consummation of the Business Combination and PIPE Financing. In addition, the Letter Agreement provides that, depending on the amount of available cash that the Company has upon consummation of the Business Combination and PIPE Financing, certain PubCo Ordinary Shares sold in the PIPE Financing may include PubCo Ordinary Shares held by former shareholders of Akazoo. Furthermore, the Letter Agreement provides that a certain number of PubCo Warrants will be issued for no additional consideration to holders of PubCo Ordinary Shares that previously held Akazoo equity, equal to the difference between the total amount of PubCo Warrants forfeited by the sponsor and the total amount of PubCo Warrants issued to investors in the PIPE Financing as an incentive to participate in the PIPE Financing, subject to a minimum issuance of PubCo Warrants which decreases as the amount raised in the PIPE Financing increases. The Letter Agreement also provides PubCo with the ability to offer, for no additional consideration and as an incentive to certain investors purchasing PubCo Ordinary Shares in the PIPE Financing, up to an aggregate number of PubCo Ordinary Shares and PubCo Warrants corresponding to the number of PubCo Ordinary Shares and PubCo Warrants forfeited by the sponsor as described above. The Letter Agreement also amends the form of Shareholders’ Agreement between PubCo and certain significant shareholders of PubCo, to be entered into upon consummation of the Business Combination. As amended, the form of Shareholders’ Agreement provides that (i) the rights of MIHI LLC and Modern Media Sponsor LLC to designate an observer to the PubCo Board of Directors will terminate upon expiration of those shareholders’ respective lock-up periods under their separate lock-up agreements to be entered into upon consummation of the Business Combination and (ii) after execution of the Shareholders’ Agreement, Mr. Lewis W. Dickey, Jr. will serve as the non-executive chairman of the PubCo Board of Directors for a period of one year and will serve as a member of the PubCo Board of Directors for a period of three years, receiving an annual fee of $330,000 in each of the three years he serves on the PubCo Board of Directors. |
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 financial statements have been prepared in accordance with generally accepted accounting principles 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 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 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 stockholder 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 |
Use of estimates | 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 periods. 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 those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not |
Investments held in Trust Account | Investments held in Trust Account At June 30, 2019 and March 31, 2019, the assets held in the Trust Account were held in investments. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June and 30, 2019 and March 31, 2019, 4,433 and 13,522,841, respectively, shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. |
Offering costs | Offering costs Offering costs consist principally of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs of $12,309,271 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
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 The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended June 30, 2019 and 2018, the Company recorded income tax expense of approximately $186,000 and $158,000, respectively, primarily related to interest income earned on the Trust Account. The Company’s effective tax rate for the three months ended June 30, 2019 and 2018 was approximately 52% and 25%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the area 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 federal, state and city 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. |
Net income per common share | Net income per common share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at June 30, 2019 and 2018 have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 17,670,000 shares of common stock and (2) rights sold in the Initial Public Offering that are convertible into 2,070,000 shares of common stock, in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. Diluted net income per share for ended June 30, 2019 and 2018 includes the impact of 17,584,951 and 25,875,000 shares of common stock, respectively. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2019 and 2018, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
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 financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | 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: Investments held in Trust Account 1 $ 14,525,384 $ 152,420,927 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | May 17, 2017 | May 11, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 14, 2019 | Mar. 31, 2019 | Feb. 08, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Common stock shares outstanding | 6,577,232 | 6,409,478 | |||||
Gross proceeds from initial public offering | $ 209,070,000 | ||||||
Proceeds from issuance of Warrants | $ 7,320,000 | ||||||
Transaction costs | 12,309,271 | ||||||
Underwriting fees | 3,600,000 | ||||||
Deferred underwriting fees payable | 7,785,000 | ||||||
Other transaction costs | $ 924,271 | ||||||
Unit price held in trust account (in dollars per unit) | $ 10.10 | $ 10.23 | |||||
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | ||||||
Minimum ownership percentage to be acquired for not to be registered as an investment company | 50.00% | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Redemption of public shares, percentage | 100.00% | ||||||
Maximum percentage of shares sold in initial public offering | 20.00% | ||||||
Redemption description | As defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to an aggregate of 20.0% or more of the shares sold in the Initial Public Offering without the Company’s consent. However, there will be no restriction on the Company’s stockholders’ ability to vote all of their Public Shares for or against a Business Combination. | ||||||
Dissolution expenses | $ 50,000 | ||||||
Business combination, description | If the Company does not consummate the pending transaction with Akazoo, or any other Business Combination, on or before the Combination Deadline, and that date is not otherwise extended by the Company's stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the 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 on the Trust Account deposits (which interest shall be net of taxes payable and less up to $50,000 to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Company's public stockholders' rights as stockholders (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 Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | ||||||
Interest available to pay | $ 9,000 | ||||||
Working capital | 4,395,000 | ||||||
Assets Held-in-trust, Current | $ 14,700,000 | ||||||
Common Stock, Shares, Issued | 6,577,232 | 6,409,478 | |||||
Debt Conversion Price Per Warrant | $ 1 | ||||||
Advances From Related Party For Working CapitalBy Sponsor | $ 30,000 | ||||||
Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Loan repayment date | May 17, 2017 | ||||||
Maximum [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Conversion Of Debt To Working Capital Loan Warrants Post Business Combination | $ 1,000,000 | ||||||
Maximum [Member] | Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Long-term Line of Credit | 500,000 | ||||||
Charter Amendment [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Common stock shares outstanding | 6,581,665 | ||||||
Redeemable Common Stock Shares | 13,350,654 | 5,942,681 | |||||
Assets Held-in-trust, Current | $ 14,500,000 | ||||||
Common Stock, Shares, Issued | 6,581,665 | 19,932,319 | |||||
Franchise and Income Taxes Expenses [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Interest available to pay | 131,000 | ||||||
Dissolution Expenses [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Interest available to pay | $ 50,000 | ||||||
Initial Public Offering [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued | 20,700,000 | 20,700,000 | |||||
Price per share | $ 10 | $ 10 | $ 10 | ||||
Gross proceeds from initial public offering | $ 207,000,000 | ||||||
Over-allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued | 2,700,000 | ||||||
Private Placement [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued | 7,320,000 | ||||||
Price per share | $ 1 | ||||||
Proceeds from issuance of Warrants | $ 7,320,000 | ||||||
Private Placement [Member] | Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued | 7,320,000 | ||||||
Price per share | $ 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jan. 03, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Number of shares of common stock subject to possible redemption | 4,433 | 13,522,841 | ||
Offering costs charged to stockholder's equity | $ 12,309,271 | |||
Provision for income taxes | $ 0 | 186,198 | $ 158,054 | |
Unrecognized tax benefits | 0 | 0 | ||
Amounts accrued for interest or penalties | 0 | $ 0 | ||
Federal depository insurance coverage | 250,000 | |||
Deferred tax assets | 738,000 | $ 631,000 | ||
Deferred tax assets valuation allowance | $ 738,000 | $ 631,000 | ||
Income tax provision | 52.00% | 25.00% | ||
Common Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Diluted securities for net income per share calculation | 17,584,951 | 25,875,000 | ||
Warrant [Member] | Common Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warrants or rights sold to purchase shares | 17,670,000 | |||
Rights [Member] | Common Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warrants or rights sold to purchase shares | 2,070,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | May 17, 2017 | Jun. 30, 2019 | Jun. 30, 2018 |
Initial Public Offering [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units, shares | 20,700,000 | 20,700,000 | |
Unit price per share | $ 10 | $ 10 | $ 10 |
Over-allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units, shares | 2,700,000 | ||
Sale of units, value | $ 2,700,000 | ||
Public Right [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of share contain per unit | 1 | ||
Number of shares called by each right/warrant | 0.1 | ||
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of share contain per unit | 0.5 | ||
Exercise price | $ 0.01 | ||
Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of share contain per unit | 1 | ||
Number of shares called by each right/warrant | 1 | ||
Exercise price | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | May 17, 2017 | May 11, 2017 | Jun. 30, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 7,320,000 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units, shares | 7,320,000 | ||
Aggregate purchase price | $ 7,320,000 | ||
Number of shares called by each right/warrant | 1 | ||
Exercise price | $ 11.50 | ||
Sponsor [Member] | Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units, shares | 7,320,000 | ||
Unit price per share | $ 1 | ||
Aggregate purchase price | $ 7,320,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | May 11, 2017 | Feb. 15, 2017 | Jan. 31, 2017 | Jun. 30, 2014 | Jun. 30, 2019 | Jun. 14, 2019 | Mar. 31, 2019 | Feb. 17, 2019 | Feb. 08, 2019 | May 10, 2017 |
Related Party Transaction [Line Items] | ||||||||||
Common stock shares outstanding | 6,577,232 | 6,409,478 | ||||||||
Outstanding loan | $ 1,965,675 | $ 491,419 | ||||||||
Dividends declared and paid per share | 0.20475 | |||||||||
Advances From Related Party For Working CapitalBy Sponsor | 30,000 | |||||||||
Charter Amendment [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares outstanding | 6,581,665 | |||||||||
Loan amount per each share of common stock | $ 0.0333 | |||||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding loan | 0 | $ 0 | ||||||||
Loans converted in to warrants | $ 1,000,000 | |||||||||
Warrant, exercise price | $ 1 | |||||||||
Business combination of committed to loan | $ 500,000 | |||||||||
MIHI LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ 25,000 | |||||||||
Closing price of common stock | $ 250 | |||||||||
Number of shares transferred as part of ownership change | 100 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Closing price of common stock | $ 12 | |||||||||
Common stock, Stock split | 71,875 | |||||||||
Common stock shares outstanding | 5,175,000 | 7,187,500 | 4,312,500 | |||||||
Repurchase of shares surrendered by sponsor | 2,875,000 | |||||||||
Sale of stock, description of transaction | The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees) until the earlier of one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, (i) the last reported closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subject to certain limited exceptions (the “Lock-Up Period”). | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares outstanding | 5,075,000 | 4,212,500 | ||||||||
Debt instrument face amount | $ 1,966,000 | |||||||||
Debt conversion price per warrant, per share | $ 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Jan. 24, 2019 | |
Deferred fee | $ 0.38 | ||
Underwriters deferred discount amount | $ 7,785,000 | ||
Deferred legal fees | 300,000 | ||
Waiver Of Deferred Underwriting Fees | 3,000,000 | ||
Deferred Underwriting Fees | 4,785,000 | $ 7,785,000 | |
Cash Balance In Trust Account | 14,700,000 | ||
PubCo [Member] | |||
Warrants to purchase each common stock share | 0.1 | ||
Value of shares given to existing shareholders | $ 380,000,000 | ||
PubCo [Member] | Maximum [Member] | |||
Fund contained in trust account and available additional capital | $ 53,000,000 | ||
PubCo [Member] | Minimum [Member] | |||
Fund contained in trust account and available additional capital | $ 53,000,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Stockholders Equity Disclosure [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,577,232 | 6,409,478 |
Common stock, shares outstanding | 6,577,232 | 6,409,478 |
Common stock subject to possible redemption, shares issued | 4,433 | 13,522,841 |
Common stock subject to possible redemption, shares outstanding | 4,433 | 13,522,841 |
Public Warrants [Member] | ||
Stockholders Equity Disclosure [Line Items] | ||
Warrants, description | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing date of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). | |
Price per warrants | $ 0.01 | |
Closing price of common stock | $ 18 | |
Redemption period of warrants | 30 days | |
Private Placement [Member] | ||
Stockholders Equity Disclosure [Line Items] | ||
Number of shares called by each right/warrant | 1 | |
Warrants, description | The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. | |
Price per warrants | $ 11.50 | |
Public Right [Member] | ||
Stockholders Equity Disclosure [Line Items] | ||
Number of shares called by each right/warrant | 0.1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Assets: | ||
Investments held in Trust Account | $ 14,525,384 | $ 152,420,927 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 14,525,384 | $ 152,420,927 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - PubCo [Member] - USD ($) shares in Thousands | Jul. 29, 2019 | Jun. 30, 2019 | Jan. 24, 2019 |
Maximum [Member] | |||
Fund contained in trust account and available additional capital | $ 53,000,000 | ||
Minimum [Member] | |||
Fund contained in trust account and available additional capital | $ 53,000,000 | ||
Subsequent Event [Member] | |||
Business combination additional amount required | $ 60,000,000 | ||
Subsequent Event [Member] | Non Executive Chairman [Member] | |||
Annual Fees For Serving As The Board Member | $ 330,000 | ||
Subsequent Event [Member] | Conditional Forfeiture One [Member] | |||
Business Combination Share Forfeiture | 2,600 | ||
Busniess combination warrants forfeited | 7,320 | ||
Subsequent Event [Member] | Conditional Forfeiture Two [Member] | |||
Business Combination Share Forfeiture | 2,350 | ||
Subsequent Event [Member] | Conditional Forfeiture Three [Member] | |||
Business Combination Share Forfeiture | 2,100 | ||
Subsequent Event [Member] | Maximum [Member] | |||
Business combination additional amount required | $ 70,000,000 | ||
Subsequent Event [Member] | Minimum [Member] | |||
Fund contained in trust account and available additional capital | $ 53,000,000 |