Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Aug. 19, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Chardan Healthcare Acquisition Corp. | |
Entity Central Index Key | 0001739174 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-K | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 8,750,000 | |
Entity Public Float | $ 67,593,750 | |
Entity Filer Number | 001-38762 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 | |
Current Assets | |||
Cash and cash equivalents | $ 696,830 | $ 430 | |
Prepaid expenses and other current assets | 39,624 | ||
Total Current Assets | 736,454 | 430 | |
Deferred offering costs | 64,545 | ||
Deferred tax asset | 1,222 | ||
Marketable securities held in Trust Account | 70,881,151 | ||
Total Assets | 71,618,827 | 64,975 | |
Current liabilities | |||
Accounts payable and accrued expenses | 234,592 | 1,000 | |
Income taxes payable | 136,419 | ||
Promissory note - related party | 40,000 | ||
Total Current Liabilities | 371,011 | 41,000 | |
Promissory note - related party | 500,000 | ||
Total Liabilities | 871,011 | 41,000 | |
Commitments | |||
Common stock subject to possible redemption, 6,510,243 and no shares at redemption value as of June 30, 2019 and 2018, respectively | 65,747,813 | ||
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,239,757 and 2,012,500 shares issued and outstanding (excluding 6,510,243 and no shares subject to possible redemption) as of June 30, 2019 and 2018, respectively. | [1] | 224 | 201 |
Additional paid-in capital | 4,653,397 | 24,799 | |
Retained earnings/(Accumulated deficit) | 346,382 | (1,025) | |
Total Stockholders' Equity | 5,000,003 | 23,975 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 71,618,827 | $ 64,975 | |
[1] | Included an aggregate of 262,500 shares that were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full at June 30, 2018 (see Note 7). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
Common stock subject to possible redemption | 6,510,243 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 30,000,000 | 30,000,000 |
Common stock, issued | 2,239,757 | 2,012,500 |
Common stock, outstanding | 2,239,757 | 2,012,500 |
Over-Allotment Option | Underwriter | ||
Number of shares forfeiture | 262,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||
Operating and formation costs | $ 1,025 | $ 404,521 | |
Loss from operations | (1,025) | (404,521) | |
Other income: | |||
Interest income on marketable securities held in Trust Account | 886,972 | ||
Interest income - other | 5,974 | ||
Unrealized loss on marketable securities held in Trust Account | (5,821) | ||
Other income, net | 887,125 | ||
Income (loss) before provision for income taxes | (1,025) | 482,604 | |
Provision for income taxes | (135,197) | ||
Net income (loss) | $ (1,025) | $ 347,407 | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 1,750,000 | 1,996,149 |
Basic and diluted net loss per common share (in dollars per share) | [2] | $ 0 | $ (0.15) |
[1] | Excludes an aggregate of 6,510,243 shares subject to possible redemption at June 30, 2019 and up to 262,500 shares that were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full at June 30, 2018. | ||
[2] | Net loss per common share - basic and diluted excludes interest income of $639,955 attributable to common stock subject to possible redemption for the year ended June 30, 2019. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 8 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Number of shares subject to mandatory redemption | 0 | 6,510,243 |
Income attributable to common stock subject to redemption | $ 639,955 | |
Over-Allotment Option | Underwriter | ||
Number of shares forfeiture | 262,500 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings/ (Accumulated Deficit) | Total | |
Balance at Beginning at Oct. 31, 2017 | |||||
Balance at Beginning (in shares) at Oct. 31, 2017 | |||||
Issuance of Founder Shares to Sponsor | [1] | $ 201 | 24,799 | 25,000 | |
Issuance of Founder Shares to Sponsor (in shares) | [1] | 2,012,500 | |||
Net income/Loss | (1,025) | (1,025) | |||
Balance at Ending at Jun. 30, 2018 | $ 201 | 24,799 | (1,025) | $ 23,975 | |
Balance at Ending (in shares) at Jun. 30, 2018 | 2,012,500 | 2,012,500 | |||
Sale of 7,000,000 Units, net of underwriting discounts | $ 700 | 69,215,734 | $ 69,216,434 | ||
Sale of 7,000,000 Units, net of underwriting discounts (in shares) | 7,000,000 | ||||
Sale of 2,900,000 Private Placement Warrants | 1,160,000 | 1,160,000 | |||
Forfeiture of Founders Shares | $ (26) | 26 | |||
Forfeiture of Founders Shares (in shares) | (262,500) | ||||
Common stock subject to possible redemption | $ (651) | (65,747,162) | (65,747,813) | ||
Common stock subject to possible redemption (in shares) | (6,510,243) | ||||
Net income/Loss | 347,407 | 347,407 | |||
Balance at Ending at Jun. 30, 2019 | $ 224 | $ 4,653,397 | $ 346,382 | $ 5,000,003 | |
Balance at Ending (in shares) at Jun. 30, 2019 | 2,239,757 | 2,239,757 | |||
[1] | Included an aggregate of 262,500 shares that were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full (see Note 7). |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - shares | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Sale of units, net of underwriting discounts | 7,000,000 | |
Sale of private placement warrants | 2,900,000 | |
Over-Allotment Option | Underwriter | ||
Number of shares forfeiture | 262,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 8 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,025) | $ 347,407 |
Adjustments to reconcile net income (loss) to net cash and cash equivalents used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (886,972) | |
Unrealized loss on marketable securities held in Trust Account | 5,821 | |
Deferred tax benefit | (1,222) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (39,624) | |
Accounts payable and accrued expenses | 1,000 | 233,592 |
Income taxes payable | 136,419 | |
Net cash and cash equivalents used in operating activities | (25) | (204,579) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (70,000,000) | |
Net cash and cash equivalents used in investing activities | (70,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Founder Shares to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 69,500,000 | |
Proceeds from sale of Private Placement Warrants | 1,160,000 | |
Proceeds from promissory notes - related party | 40,000 | 565,500 |
Repayment of promissory notes - related party | (105,500) | |
Payment of offering costs | (64,545) | (219,021) |
Net cash and cash equivalents provided by financing activities | 455 | 70,900,979 |
Net Change in Cash and Cash Equivalents | 430 | 696,400 |
Cash and Cash Equivalents - Beginning | 430 | |
Cash and Cash Equivalents - Ending | 430 | 696,830 |
Non-cash investing and financing activities: | ||
Initial classification of common stock subject to redemption | 65,399,750 | |
Change in value of common stock subject to redemption | $ 348,063 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Chardan Healthcare Acquisition Corp. (the "Company") is a blank check company incorporated in Delaware on November 1, 2017. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities (a "Business Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses operating in North America in the healthcare industry. At June 30, 2019, the Company had not yet commenced operations. All activity through June 30, 2019 relates to the Company's formation, its initial public offering ("Initial Public Offering"), identifying a target for a Business Combination and activities in connection with the proposed acquisition of BiomX Ltd. ("BiomX") (see Note 10). The Company has one subsidiary, CHAC Merger Sub Ltd., a wholly owned subsidiary of the Company incorporated under the laws of the State of Israel, which was formed solely to effectuate the Merger described in Note 10. The registration statement for the Initial Public Offering was declared effective on December 13, 2018. On December 18, 2018 the Company consummated the Initial Public Offering of 7,000,000 units ("Units" and, with respect to the common stock included in the Units offered, the "Public Shares") at $10.00 per Unit, generating total gross proceeds of $70,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 2,900,000 warrants (the "Private Placement Warrants") at a price of $0.40 per warrant in a private placement to Mountain Wood, LLC, an affiliate of Chardan Investments, LLC (the "Sponsor"), generating total gross proceeds of $1,160,000, which is described in Note 4. Transaction costs amounted to $783,566, consisting of $500,000 of underwriting fees and $283,566 of offering costs. In addition, $896,729 of cash was held outside of the Trust Account (defined below) and was available for working capital purposes. Following the closing of the Initial Public Offering on December 18, 2018, an amount of $70,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account ("Trust Account") and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below. The Company's management has broad discretion with respect to the specific application of the net proceeds of 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 consummating a Business Combination. 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 taxes payable on income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. 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, or 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. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company's Sponsor and other initial stockholders (collectively, the "Initial Stockholders") have agreed to (a) vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a 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 in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be restricted from redeeming their shares with respect to more than an aggregate of 20% of the Public Shares. The Company will have until December 18, 2020 to consummate a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish 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 remaining stockholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors. Therefore, the actual per-share redemption amount could be less than $10.00 per Unit. The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company's Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor 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 transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as 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 the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor 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 Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany 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, 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from 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. Cash equivalents consist of mutual funds. As of June 30, 2019, cash equivalents amounted to $605,974. The Company did not have any cash equivalents as of June 30, 2018. Marketable securities held in Trust Account At June 30, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. 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 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's consolidated balance sheets. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2019 and 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city 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 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 loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 6,400,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods. Reconciliation of net loss per common share The Company's net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Year For the 2019 2018 Net income (loss) $ 347,407 $ (1,025 ) Less: Income attributable to common stock subject to possible redemption (639,955 ) — Adjusted net loss $ (292,548 ) $ (1,025 ) Weighted average shares outstanding, basic and diluted 1,996,149 1,750,000 Basic and diluted net loss per share $ (0.15 ) $ (0.00 ) 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. At June 30, 2019 and 2018, 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 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying consolidated 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 consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Jun. 30, 2019 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $11.50 per whole share (see Note 7). |
Private Placement
Private Placement | 12 Months Ended |
Jun. 30, 2019 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, Mountain Wood, LLC purchased an aggregate of 2,900,000 Private Placement Warrants at $0.40 per Private Placement Warrant, or $1,160,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In March 2018, the Company issued an aggregate of 1,437,500 shares of common stock to the Sponsor ("Founder Shares") for an aggregate purchase price of $25,000. On September 14, 2018, the Company effectuated a 1.4-for-1 stock dividend resulting in an aggregate of 2,012,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 262,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment was not exercised in full or in part, so that the Sponsor would own 20% of the Company's issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). All share and per-share amounts have been retroactively restated to reflect the stock dividend. The underwriters' over-allotment option expired unexercised on February 4, 2019. As such, 262,500 Founder Shares were forfeited resulting in 1,750,000 Founder Shares issued and outstanding. The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company's shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of a Business Combination, or earlier, in either 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 stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Notes – Related Party The Company issued unsecured promissory notes (the "Promissory Notes") to the Sponsor, pursuant to which the Company borrowed an aggregate of $105,500, of which $65,500 was borrowed during the year ended June 30, 2019. The Promissory Notes were non-interest bearing and payable on the closing of the Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering on December 18, 2018. On December 18, 2018, the Company issued a $500,000 promissory note to the Sponsor (the "Sponsor Promissory Note") in exchange for $500,000 in cash that was used to pay the underwriting discount at the consummation of the Initial Public Offering. The Sponsor Promissory Note is non-interest bearing, unsecured and due upon the consummation of a Business Combination. The Sponsor Promissory Note was repaid in July 2019 (see Note 10). Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company's initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required ("Working Capital Loans"). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder's discretion, up to $500,000 of the Working Capital Loans may be converted into private warrants at a price of $0.40 per private warrant. The private warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on December 13, 2018, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and any securities that may be issued upon conversion of the Working Capital Loans are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and their underlying securities) or securities issued in payment of Working Capital Loans made to the Company (in each case, including the underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDER'S EQUITY | NOTE 7. STOCKHOLDER'S EQUITY Preferred Stock — Common Stock Warrants The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last sale price of the Company's common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. 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 shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock 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 the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that the Private Placement Warrants are exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder's option, and will not be redeemable by the Company, in each case, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 8. INCOME TAX The provision for income taxes was deemed to be immaterial for the period from November 1, 2017 (inception) through June 30, 2018. The Company did not have any significant deferred tax assets or liabilities at June 30, 2018. The Company's net deferred tax asset at June 30, 2019 is as follows: Deferred tax asset Unrealized loss on marketable securities $ 1,222 Valuation allowance — Deferred tax asset, net of allowance $ 1,222 The income tax provision for the year ended June 30, 2019 consists of the following: Federal Current $ 136,419 Deferred (1,222 ) State Current — Deferred — Income tax provision $ 135,197 As of June 30, 2019, the Company did not have any U.S. federal and state net operating loss carryovers ("NOLs"). In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company's effective tax rate at June 30, 2019 is as follows: Statutory federal income tax rate 21.0 % Meals and entertainment 0.1 % Business combination expenses 6.9 % Income tax provision (benefit) 28.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open and subject to examination. The Company considers New York to be a significant state tax jurisdiction. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at June 30, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, Assets: Marketable securities held in Trust Account 1 $ 70,881,151 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. In August 2019, the Sponsor committed to provide us an aggregate of $500,000 in loans to finance transaction costs in connection with a Business Combination. To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. In July 2019, the Company repaid the aggregate amount of $500,000 due under the Sponsor Promissory Note to the Sponsor. On July 16, 2019, the Company entered into a merger agreement (the "Merger Agreement") with BiomX and CHAC Merger Sub Ltd. ("Merger Sub"), pursuant to which Merger Sub will merge with and into BiomX, with BiomX surviving as the Company's wholly owned subsidiary (the "Merger"). As a result of the Merger, subject to reduction for indemnification claims as described in the Merger Agreement, an aggregate of 16,625,000 shares of the Company's common stock will be issued (or reserved for issuance pursuant to currently exercisable options or warrants) in respect of shares of BiomX capital stock that are issued and outstanding as of immediately prior to the effective time of the Merger and options and warrants to purchase shares of BiomX capital stock, in each case, that are issued, outstanding and vested as of immediately prior to the effective time of the Merger. Additional shares of the Company's common stock will be reserved for issuance in respect of options to purchase shares of BiomX capital stock that are issued, outstanding and unvested as of immediately prior to the effective time of the Merger. The Merger will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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 period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from 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. Cash equivalents consist of mutual funds. As of June 30, 2019, cash equivalents amounted to $605,974. The Company did not have any cash equivalents as of June 30, 2018. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account At June 30, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
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 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's consolidated balance sheets. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2019 and 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city 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 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 loss per common share | Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 6,400,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods. |
Reconciliation of net loss per common share | Reconciliation of net loss per common share The Company's net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Year For the 2019 2018 Net income (loss) $ 347,407 $ (1,025 ) Less: Income attributable to common stock subject to possible redemption (639,955 ) — Adjusted net loss $ (292,548 ) $ (1,025 ) Weighted average shares outstanding, basic and diluted 1,996,149 1,750,000 Basic and diluted net loss per share $ (0.15 ) $ (0.00 ) |
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. At June 30, 2019 and 2018, 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 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying consolidated 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 consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of net loss per common share | Year For the 2019 2018 Net income (loss) $ 347,407 $ (1,025 ) Less: Income attributable to common stock subject to possible redemption (639,955 ) — Adjusted net loss $ (292,548 ) $ (1,025 ) Weighted average shares outstanding, basic and diluted 1,996,149 1,750,000 Basic and diluted net loss per share $ (0.15 ) $ (0.00 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | Deferred tax asset Unrealized loss on marketable securities $ 1,222 Valuation allowance — Deferred tax asset, net of allowance $ 1,222 |
Schedule of provision for income tax | Federal Current $ 136,419 Deferred (1,222 ) State Current — Deferred — Income tax provision $ 135,197 |
Schedule of federal income tax rate | Statutory federal income tax rate 21.0 % Meals and entertainment 0.1 % Business combination expenses 6.9 % Income tax provision (benefit) 28.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | Description Level June 30, Assets: Marketable securities held in Trust Account 1 $ 70,881,151 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Dec. 18, 2018 | Jun. 30, 2018 | Jun. 30, 2019 |
Description of Organization and Business Operations (Textual) | |||
Proceeds from private placement | $ 1,160,000 | ||
Transaction costs amounted | 783,566 | ||
Underwriting fees | 500,000 | ||
Offering costs | 283,566 | ||
Cash held outside of Trust Account | 896,729 | ||
Minimum net tangible assets to required business combination | $ 5,000,001 | ||
Redemption price per share (in dollars per share) | $ 10 | ||
Percentage of balance in trust account | 80.00% | ||
Percentage of voting interest | 50.00% | ||
Percentage of redeeming public share | 20.00% | ||
Percentage of obligation to redeem public share | 100.00% | ||
Private Placement [Member] | Mountain Wood, LLC [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Number of shares issued in transaction | 2,900,000 | ||
Share price (in dollars per share) | $ 0.40 | ||
Proceeds from private placement | $ 1,160,000 | ||
Private Placement [Member] | Mountain Wood, LLC [Member] | Chardan Investments, LLC [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Number of shares issued in transaction | 2,900,000 | ||
Share price (in dollars per share) | $ 0.40 | ||
Proceeds from private placement | $ 1,160,000 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Number of shares issued in transaction | 7,000,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds | $ 70,000,000 | ||
Description of sales of stock | Following the closing of the Initial Public Offering on December 18, 2018, an amount of $70,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account ("Trust Account") and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | ||
Accounting Policies [Abstract] | |||
Net income (loss) | $ (1,025) | $ 347,407 | |
Less: Income attributable to common stock subject to possible redemption | (639,955) | ||
Adjusted net loss | $ (1,025) | $ (292,548) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 1,750,000 | 1,996,149 |
Basic and diluted net loss per share (in dollars per share) | [2] | $ 0 | $ (0.15) |
[1] | Excludes an aggregate of 6,510,243 shares subject to possible redemption at June 30, 2019 and up to 262,500 shares that were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full at June 30, 2018. | ||
[2] | Net loss per common share - basic and diluted excludes interest income of $639,955 attributable to common stock subject to possible redemption for the year ended June 30, 2019. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Jun. 30, 2019USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | |
Antidilutive securities excluded from computation of earnings per share | shares | 6,400,000 |
Federal depository insurance coverage | $ 250,000 |
Cash equivalents | $ 605,974 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] | Dec. 18, 2018$ / sharesshares |
Initial Public Offering (Textual) | |
Number of shares issued in transaction | shares | 7,000,000 |
Price per share (in dollars per share) | $ 10 |
Sale of stock, description of transaction | Each Unit consists of one share of common stock and one warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $11.50 per whole share. |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Dec. 18, 2018 | Jun. 30, 2018 | Jun. 30, 2019 |
Private Placement (Textual) | |||
Proceeds from private placement | $ 1,160,000 | ||
Private Placement [Member] | Mountain Wood, LLC [Member] | |||
Private Placement (Textual) | |||
Number of shares issued in transaction | 2,900,000 | ||
Price per share (in dollars per share) | $ 0.40 | ||
Proceeds from private placement | $ 1,160,000 | ||
Sale of stock, description of transaction | Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50. | ||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 14, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 18, 2018 | |
Related Party Transactions (Textual) | ||||||
Aggregate purchase price | [1] | $ 25,000 | ||||
Stock split | 1.4-for-1 | |||||
Shares outstanding | 2,012,500 | |||||
Description of related party transaction | The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company's shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of a Business Combination, or earlier, in either 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 stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Private Placement [Member] | Warrant [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Face amount | $ 500,000 | |||||
Exercise price of warrants (in dollars per share) | $ 0.40 | |||||
Chardan Investments, LLC (the "Sponsor") [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Number of shares issued | 1,437,500 | |||||
Aggregate purchase price | $ 25,000 | |||||
Chardan Investments, LLC (the "Sponsor") [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Shares forfeited issued | 1,750,000 | |||||
Shares forfeited outstanding | 1,750,000 | |||||
Number of shares forfeiture | 262,500 | 262,500 | ||||
Percentage of issued and outstanding shares own | 20.00% | |||||
Chardan Investments, LLC (the "Sponsor") [Member] | Unsecured Promissory Notes [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Face amount | $ 65,500 | $ 105,500 | ||||
Chardan Investments, LLC (the "Sponsor") [Member] | Promissory Note [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Face amount | 500,000 | |||||
Repurchased face amount | $ 500,000 | |||||
[1] | Included an aggregate of 262,500 shares that were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full (see Note 7). |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Stockholder's Equity (Textual) | ||
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, authorized | 30,000,000 | 30,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 2,239,757 | 2,012,500 |
Common stock, outstanding | 2,239,757 | 2,012,500 |
Number of shares subject to mandatory redemption | 6,510,243 | 0 |
Warrant [Member] | ||
Stockholder's Equity (Textual) | ||
Description of warrants | ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last sale price of the Company's common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. | |
Over-Allotment Option [Member] | Underwriter [Member] | ||
Stockholder's Equity (Textual) | ||
Number of shares forfeiture | 262,500 |
Income Tax (Details)
Income Tax (Details) | Jun. 30, 2019USD ($) |
Deferred tax asset | |
Unrealized loss on marketable securities | $ 1,222 |
Valuation allowance | |
Deferred tax asset, net of allowance | $ 1,222 |
Income Tax (Details 1)
Income Tax (Details 1) | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Federal | |
Current | $ 136,419 |
Deferred | (1,222) |
State | |
Current | |
Deferred | |
Income tax provision | $ 135,197 |
Income Tax (Details 2)
Income Tax (Details 2) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
Meals and entertainment | 0.10% |
Business combination expenses | 6.90% |
Income tax provision (benefit) | 28.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Jun. 30, 2019USD ($) |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 70,881,151 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||
Aug. 31, 2019 | Jul. 31, 2019 | Jul. 16, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Subsequent Events (Textual) | |||||
Common stock shares issued | 2,239,757 | 2,012,500 | |||
Subsequent Event [Member] | Business Combination [Member] | |||||
Subsequent Events (Textual) | |||||
Repayment of promissory note | $ 500,000 | ||||
Subsequent Event [Member] | Chardan Investments, LLC (the "Sponsor") [Member] | |||||
Subsequent Events (Textual) | |||||
Repayment of promissory note | $ 500,000 | ||||
Merger Agreement [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Common stock shares issued | 16,625,000 |