Document and Entity Information
Document and Entity Information - USD ($) | 11 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 29, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Alberton Acquisition Corp | ||
Entity Central Index Key | 0001748621 | ||
Trading Symbol | ALAC | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
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 Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 14,689,750 |
Balance Sheet
Balance Sheet | Dec. 31, 2018USD ($) |
Assets | |
Cash | $ 452,409 |
Prepaid assets | 13,762 |
Total Current Assets | 466,171 |
Cash and investment held in Trust Account | 115,324,251 |
Total assets | 115,790,422 |
Liabilities and Shareholders' Equity | |
Accounts payable and accrued expense | 10,089 |
Due to related parties | 2,379 |
Promissory note - related party | 300,000 |
Total current liabilities | 312,468 |
Deferred underwriting compensation | 4,020,797 |
Total Liabilities | 4,333,265 |
Commitments and Contingencies | |
Ordinary shares subject to possible redemption, 10,603,302 shares at December 31, 2018 (at conversion value of $10.04 per share) | 106,457,153 |
Shareholders' Equity: | |
Preferred shares, no par value; 100,000,000 shares authorized; no shares issued and outstanding | |
Ordinary shares, no par value; 300,000,000 shares authorized; 4,086,448 shares (excluding 10,603,302 shares subject to possible redemption) at December 31, 2018 | 4,658,296 |
Retained earnings | 341,708 |
Total shareholders’ equity | 5,000,004 |
Total Liabilities and Shareholders’ Equity | $ 115,790,422 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2018USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |
Ordinary shares par value | $ / shares | $ 10.04 |
Shares subject to possible redemption | 10,603,302 |
Preferred shares, par value | $ / shares | |
Preferred shares, authorized | 100,000,000 |
Preferred shares, issued | |
Preferred shares, outstanding | $ | |
Ordinary shares, par value | $ / shares | |
Ordinary shares, authorized | 300,000,000 |
Ordinary shares, issued | 4,086,448 |
Ordinary shares, outstanding |
Statement of Income
Statement of Income | 11 Months Ended | |
Dec. 31, 2018USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Formation and operating costs | $ 102,685 | |
Loss from operations | (102,685) | |
Other income | ||
Trust fee reversal | 175 | |
Interest income | 444,218 | |
Total other income | 444,393 | |
Net income | 341,708 | |
Less: income attributable to common stock subject to redemption | (320,644) | |
Adjusted income | $ 21,064 | |
Basic and diluted weighted average shares outstanding | shares | 1,117,863 | [1] |
Basic and diluted earnings per share | $ / shares | $ 0.02 | |
[1] | Excludes an aggregate of up to 10,603,302 common shares subject to redemption at December 31, 2018. An aggregate of 3,002 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters. |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Equity - 11 months ended Dec. 31, 2018 - USD ($) | Ordinary Shares | Retained Earnings | Total |
Balance at Feb. 15, 2018 | |||
Balance, Shares at Feb. 15, 2018 | |||
Issuance of ordinary shares to director upon formation on March 23, 2018 | |||
Issuance of ordinary shares to director upon formation on March 23, 2018, shares | 1 | ||
Repurchase of ordinary shares from Shareholder on August 26, 2018 | |||
Repurchase of ordinary shares from Shareholder on August 26, 2018, Shares | (1) | ||
Issuance of ordinary shares on September 14, 2018 | $ 19,550 | 19,550 | |
Issuance of ordinary shares on September 14, 2018, Shares | 2,875,000 | ||
Sale of 10,000,000 Units on October 26, 2018 through public offering | $ 100,000,000 | 100,000,000 | |
Sale of 10,000,000 Units on October 26, 2018 through public offering, shares | 10,000,000 | ||
Sale of 300,000 Private Placement Units on October 26, 2018 | $ 3,000,000 | 3,000,000 | |
Sale of 300,000 Private Placement Units on October 26, 2018, shares | 300,000 | ||
Sale of Over-Allotment Units to underwriters on November 20, 2018 | $ 14,879,920 | 14,879,920 | |
Sale of Over-Allotment Units to underwriters on November 20, 2018, shares | 1,487,992 | ||
Sale of additional 29,760 Private Placement Units on November 20, 2018 | $ 297,600 | 297,600 | |
Sale of additional 29,760 Private Placement Units on November 20, 2018, shares | 29,760 | ||
Underwriters’ Discount | $ (6,318,396) | (6,318,396) | |
Underwriters’ Discount, shares | |||
Other Offering Expenses | $ (763,325) | (763,325) | |
Other Offering Expenses, shares | |||
Proceed from sale of underwriter’s unit purchase option | $ 100 | 100 | |
Proceed from sale of underwriter’s unit purchase option, shares | |||
Forfeited insider shares in connection of exercise of over-allotment | |||
Forfeited insider shares in connection of exercise of over-allotment, shares | (3,002) | ||
Reclassification of ordinary shares subject to possible conversion | $ (106,457,153) | (106,457,153) | |
Reclassification of ordinary shares subject to possible conversion, shares | (10,632,302) | ||
Net income | 341,708 | 341,708 | |
Balance at Dec. 31, 2018 | $ 4,658,296 | $ 341,708 | $ 5,000,004 |
Balance, Shares at Dec. 31, 2018 | 4,086,448 |
Statement of Changes in Share_2
Statement of Changes in Shareholders’ Equity (Parenthetical) - shares | 1 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Sale of Units through public offering | 10,000,000 | |
Sale of Private Placement Units | 300,000 | |
Sale of additional Private Placement Units | 29,760 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2018USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 341,708 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Other Income from the investment held in Trust Account | (175) |
Interest earned on investment held in Trust Account | (444,156) |
Changes in current assets and current liabilities: | |
Prepaid assets | (13,762) |
Accounts payable and accrued expense | 10,089 |
Due to related parties | 2,379 |
Net cash used in operating activities | (103,917) |
Cash Flows from Investing Activities: | |
Purchase of investment held in Trust Account | (114,879,920) |
Net cash used in investing activities | (114,879,920) |
Cash Flows from Financing Activities: | |
Proceeds from initial public offering, net of underwriters' fees and offering costs | 111,818,996 |
Proceeds from private placement | 3,297,600 |
Proceeds from sale of ordinary shares to Initial Shareholders | 19,550 |
Proceeds from sponsor loan | 300,000 |
Proceeds from underwriter's unit purchase option | 100 |
Advances from related parties | 71,256 |
Repayment of advances from related parties | (71,256) |
Net cash provided by financing activities | 115,436,246 |
Net Change in Cash | 452,409 |
Cash – Beginning of the period | |
Cash – Ending of period | 452,409 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Payments of prepaid expenses associated with proposed public offering made by related parties | $ 71,000 |
Organization and Business Opera
Organization and Business Operations | 11 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Alberton Acquisition Corporation (the “Company”) is a blank check company incorporated on February 16, 2018, under the laws of British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to an industry or geographic location. As of December 31, 2018, the Company had not yet commenced any operations. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 24, 2018. On October 26, 2018, the Company consummated the Initial Public Offering (“IPO”) of 10,000,000 units at $10.00 per unit (“Units” or “Public Units” and, with respect to the ordinary shares included in the Public Units being offered, the “Public Shares”), generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 units (the “Private Units”) at a price of $10.00 per Unit in a private placement to the Company’s sponsor (the “Sponsor”), generating gross proceeds of $3,000,000, which is described in Note 4. Contained in the underwriting agreement for the Initial Public Offering is an over-allotment option allowing the underwriters to purchase from the Company up to an additional 1,500,000 Public Units and the sale of an additional 30,000 Private Units at $10.00 per Unit (as described in Note 3 – Initial Public Offering and Note 4 - Private Placement). The Company received a commitment from the Sponsor to purchase additional Private Units in order to maintain the amount of cash in the Trust equal to $10.00 per Public Share (as described in Note 4 - Private Placement). On November 20, 2018, the underwriters exercised the over-allotment option in part and purchased 1,487,992 Public Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $14,879,920. Simultaneously with the sale of the over-allotment Public Units, the Company consummated the private placement of an additional 29,760 Private Units at a price of $10.00 per Unit, generating total additional gross proceeds of $297,600. Trust Account Following the closing of the Initial Public Offering on October 26, 2018, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”). Following the closing of underwriters’ exercise of over-allotment option on November 20, 2018, an additional $14,879,920 of net proceeds ($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $114,879,920. The funds in the Trust Account can be 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 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 Company’s failure to consummate a Business Combination within 18 months from the closing of the Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek all vendors, service providers, prospective target businesses or other entities it engages, to execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the signing of an agreement to enter into 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. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will provide its shareholders with the opportunity to redeem all or a portion of their shares included in the Public Units sold in the Initial Public Offering (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $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 tax obligations). The ordinary shares subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, 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 a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum and Articles of Association, 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 shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder 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. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in Note 5 - Related Party Transactions) have agreed to vote their initial shares and private shares, as well as any public shares acquired in or after the IPO, in favor of any proposed business combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Company will have 12 months from the consummation of the Initial Public Offering to consummate the Business Combination. However, if the Company anticipates that it may not be able to consummate the Business Combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination). The whole period available for the Company to consummate the Business Combination is hereinafter defined as Combination Period. Pursuant to the terms of the Company’s amended and restated Memorandum and Articles of Association and the trust agreement being entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to each applicable deadline, must deposit into the trust account $1,148,799 on or prior to the date of such applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the trust account to do so. The amount in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest). The Initial Shareholders have agreed to (i) vote their insider shares (as well as any Public Shares acquired in or after the IPO) in favor of any proposed Business Combination, (ii) waive their conversion rights with respect to their initial share (as well as any other shares acquired in or after the IPO) in connection with the consummation of a Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their initial shares if the Company fails to consummate a Business Combination within the Combination Period, and (iv) not propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association 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 shareholders with the opportunity to redeem their shares in conjunction with any such amendment. Liquidation The Company will have until 12 months from the consummation of the Initial Public Offering to consummate the Business Combination. However, if the Company anticipates that it may not be able to consummate the Business Combination within 12 months, it may, but is not obligated to, extend the period to consummate a Business Combination two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination). Pursuant to the terms of the Company’s amended and restated Memorandum and Articles of Association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate the Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to each applicable deadline, must deposit into the trust account $1,148,799 on or prior to the date of such applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Business Combination, or, at the lender’s discretion, converted upon consummation of the Business Combination into additional private units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Business Combination. In the event that the Company receives notice from its insiders five days prior to an applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to such applicable deadline. In addition, the Company intends to issue a press release the day after such applicable deadline announcing whether the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete the Business Combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Business Combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Business Combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of its outstanding public shares for a pro rata portion of the funds held in the trust account and then seek to dissolve and liquidate. In such event, the public warrants and rights will expire and will be worthless. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth 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. |
Significant Accounting Policies
Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying balance sheet is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, cash held in trust account, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2018 due to the short maturities of such instruments. Earnings per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares issued and outstanding for the year. Ordinary shares subject to possible conversion at December 31, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted earnings per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At December 31, 2018, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary shares for the periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 16, 2018, the evaluation was performed for the tax year ended December 31, 2018 which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2018 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Unit Pursuant to the Initial Public Offering on October 26, 2018, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. On November 20, 2018, in connection with the underwriters’ exercise of their over-allotment option, the Company consummated the sale of an additional 1,487,992 Public Units at $10.00 per Unit. Each Unit consists of one ordinary share, one redeemable warrant (“Public Warrant”), and one right (“Public Right”). Each whole redeemable warrant entitles the holder to purchase one half of one ordinary share at an exercise price of $11.50 (see Note 7). No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 7). If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Warrants and Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Public Warrants and Public Rights, and the Public Warrants and Public Rights are convertible upon the consummation of the Business Combination, management determined that the Public Warrants and Public Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Public Warrants and Public Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares, Public Warrants and Public Rights will be based on the closing price paid by investors. At the closing of the Initial Public Offering and over-allotment option, the Company paid an upfront underwriting discount of $2,000,000 and $297,598, 2.0% of the per unit offering price to the underwriter, respectively, with an additional fee of $3,500,000 and $520,797 (the “Deferred Discount”), 3.5% of the gross offering proceeds payable upon the completion of the Business Combination, respectively. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close a Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. Total offering costs were $3,060,924, which consist of $2,297,598 of underwriter’s commissions and $763,325 of other offering costs. Purchase Option On October 26, 2018, the Company sold the underwriter (and/or its designees), for $100, an option to purchase up to 500,000 Units exercisable at $11.50 per Unit (or an aggregate exercise price of $5,750,000) commencing on the consummation of a Business Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering, with 500,000 ordinary shares, warrants to purchase 250,000 shares and rights to receive 50,000 ordinary shares that may be issued upon exercise of the option. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $1,603,060 (or $3.206 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 38%, (2) risk-free interest rate of 2.29% (the interest rate on a three-month US Treasury Bill on October 26, 2018) and (3) expected life of five years. |
Private Placements
Private Placements | 11 Months Ended |
Dec. 31, 2018 | |
Private Placements [Abstract] | |
Private Placements | Note 4 — Private Placements Simultaneously with the Initial Public Offering, the Company's Sponsor purchased an aggregate of 300,000 Private Units at $10.00 per Unit (for a total purchase price of $3,000,000). On November 20, 2018, in connection with the underwriters' partial exercise of their over-allotment option, the Company consummated the sale of additional 29,760 Private Units, generating gross proceeds of $297,600. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the units sold in the Initial Public Offering except the Private Units will be non-redeemable. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the founder shares) until the completion of the Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In September 2018, the Company’s initial shareholders have purchased an aggregate of 2,875,000 ordinary shares for an aggregate purchase price of $19,550, or approximately $0.01 per share. The 2,875,000 founder shares include an aggregate of up to 375,000 ordinary shares subject to forfeiture to the extent that the over-allotment option is not exercised by the underwriters in full or in part. The Company’s initial shareholders will be required to forfeit only a number of ordinary shares necessary to continue to maintain, in the aggregate, the 20% ownership interest in the Company’s ordinary shares after giving effect to the offering and exercise, if any, of the underwriters’ over-allotment option (excluding the sale of the Private Units). On November 20, 2018, 3,002 founder Shares were forfeited to the extent that the underwriters’ over-allotment was exercised in part. The Initial Shareholders maintain 20% of the Company’s issued and outstanding shares after the Initial Public Offering and the exercise of the over-allotment. The founder shares are identical to the ordinary shares included in the units being sold in the IPO. However, the initial shareholders have agreed to (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to convert any shares in connection with a shareholder vote to approve a proposed initial business combination or any amendment to the Company’s charter documents prior to consummation of an initial business combination, or sell any shares to us in a tender offer in connection with a proposed initial business combination and (C) that the founder shares shall not participate in any liquidating distribution from the trust account upon winding up if a Business Combination is not consummated. Additionally, subject to certain limited exceptions, the Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Advances In the Company’s formation process and before June 30, 2018, the Sponsor advanced HK$ 22,000, equivalent to US$ 2,818 to pay for the legal expenses associated with the business registration. On September 5, 2018, the Sponsor advanced the Company an additional HK$ 1,985 (equivalent to US$256) for bank service charge. The Company has repaid the Sponsor $2,818 and $256 on July 6, 2018 and December 28, 2018, respectively. On October 19, 2018, the Company’s sponsor advanced the Company an additional $71,000 for costs associated with the Initial Public Offering. Such advances were non-interest bearing and have been repaid by the Company on November 15, 2018. To participate in the private placement in connection with the initial public offering, the Company’s Sponsor has made a Related Party Loans - Promissory Note The Company’s Sponsor has loaned the Company a $300,000 promissory note on July 6, 2018, a portion of which was used to pay for costs associated with the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the closing of a Business Combination. Administrative Service Fee The Company has agreed, commencing on August 1, 2018, to pay an affiliate of the Sponsor, a monthly fee of an aggregate of $1,000 for general and administrative services including office space, utilities and secretarial support, due before the first day of each month. This arrangement will terminate upon the completion of a Business Combination or a distribution of the trust account to the public shareholders. From August 1, 2018 to December 31, 2018, the Company incurred administrative fees of $6,000. |
Cash and Investment Held in Tru
Cash and Investment Held in Trust Account | 11 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Cash and Investment Held in Trust Account | Note 6 — Cash and Investment Held in Trust Account As of December 31, 2018, investment in the Company's Trust Account consisted of $31,335 in United States Money Market and $ 114,848,797 in U.S. Treasury Securities. The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 "Investments — Debt and Equity Securities". Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to the short-term maturity. As of December 31, 2018, cash and cash equivalents held in Trust Account is $114,880,132. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2018 are as follows: Carrying Gross Unrealized Fair Value U.S. Money Market $ 31,335 $ - $ 31,335 U.S. Treasury Securities 114,848,797 444,119 115,292,916 $ 114,880,132 $ 444,119 $ 115,324,251 |
Commitments
Commitments | 11 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7 — Commitments Registration Rights The holders of the Founder Shares, Private Units (and underlying securities) and Working Capital Units will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of a majority-in-interest of these securities are entitled to make up to two demands that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Deferred Underwriter Commission The Company is obligated to pay the underwriters a deferred underwriting discounts and commissions equal to 3.5% of the gross proceeds of the Initial Public Offering. Upon completion of the Business Combination, $4,020,797 (with consideration of the underwriters' exercise of their over-allotment option on November 20, 2018) will be paid to the underwriters from the funds held in the Trust Account. No discounts or commissions will be paid with respect to the purchase of the private units. |
Shareholder_s Equity
Shareholder’s Equity | 11 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders Equity | Note 8 — Shareholder’s Equity Preferred Shares Ordinary Shares Warrants The warrants issued in the Private Units (“Private Warrants”) are identical to the Public Warrants sold in the IPO except the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The Company may call the warrants for redemption (excluding the private warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. The rights included in the Private Units being sold in the Private Placement will be identical to the rights included in the Units being sold in the Proposed Offering, except that, among others, the rights including the shares issuable upon exchange of such rights, are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become tradable only after certain conditions are met or the resale of such rights (including underlying securities) is registered under the Securities Act. Please refer to Note 5 Private Placement for more details. |
Reconciliation of Earnings per
Reconciliation of Earnings per Common Share | 11 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Earnings per Common Share | Note 9 — Reconciliation of Earnings per Common Share The Company's net income (loss) is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted earnings per common share is: For The Period From Net income 341,708 Less: income attributable to ordinary shares subject to redemption (1) 320,644 Adjusted income 21,064 Basic and diluted weighted average shares outstanding (2) 1,117,863 Basic and diluted earnings per ordinary share 0.02 (1) Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination. (2) Excludes an aggregate of up to 10,603,302 common shares subject to redemption at December 31, 2018. An aggregate of 3,002 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters. |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company's management reviewed all material events that have occurred after the balance sheet date through the date which these financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies Policies Abstract | |
Basis of Presentation | Basis of Presentation The accompanying balance sheet is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, cash held in trust account, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2018 due to the short maturities of such instruments. |
Earnings per Ordinary Share | Earnings per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares issued and outstanding for the year. Ordinary shares subject to possible conversion at December 31, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted earnings per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At December 31, 2018, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary shares for the periods. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 16, 2018, the evaluation was performed for the tax year ended December 31, 2018 which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Cash and Investment Held in T_2
Cash and Investment Held in Trust Account (Tables) | 11 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities | Carrying Gross Unrealized Fair Value U.S. Money Market $ 31,335 $ - $ 31,335 U.S. Treasury Securities 114,848,797 444,119 115,292,916 $ 114,880,132 $ 444,119 $ 115,324,251 |
Reconciliation of Earnings pe_2
Reconciliation of Earnings per Common Share (Tables) | 11 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of portion of income that is attributable to common stock subject to redemption | For The Period From Net income 341,708 Less: income attributable to ordinary shares subject to redemption (1) 320,644 Adjusted income 21,064 Basic and diluted weighted average shares outstanding (2) 1,117,863 Basic and diluted earnings per ordinary share 0.02 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 11 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | Dec. 31, 2018 | |
Organization and Business Operations (Textual) | |||
Generating gross proceeds from initial public offering | $ 111,818,996 | ||
Generating gross proceeds from private placement | 3,297,600 | ||
Net tangible assets | $ 5,000,001 | ||
Percentage of outstanding voting rights | 50.00% | ||
Percentage of fair market value equal to atleast | 80.00% | ||
Percentage of outstanding of public shares | 100.00% | ||
Initial Public Offering [Member] | |||
Organization and Business Operations (Textual) | |||
Consummated initial public offering of units | 1,487,992 | 10,000,000 | |
Generating gross proceeds from initial public offering | $ 100,000,000 | ||
Sale of price per unit | $ 10 | $ 10 | |
Percentage of outstanding of public shares | 100.00% | ||
Trust Account | $ 1,148,799 | ||
Initial Public Offering [Member] | Trust Account [Member] | |||
Organization and Business Operations (Textual) | |||
Generating gross proceeds from initial public offering | $ 100,000,000 | ||
Private Placement [Member] | |||
Organization and Business Operations (Textual) | |||
Sale of units | 300,000 | ||
Sale of price per unit | $ 10 | ||
Generating gross proceeds from private placement | $ 3,000,000 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operations (Textual) | |||
Generating gross proceeds from initial public offering | $ 14,879,920 | ||
Sale of units | 1,487,992 | 30,000 | |
Sale of price per unit | $ 10 | $ 10 | |
Purchase of additional units | 29,760 | 1,500,000 | |
Gross proceeds from sale of private units | $ 297,600 | ||
Trust Account | 114,879,920 | ||
Over-Allotment Option [Member] | Trust Account [Member] | |||
Organization and Business Operations (Textual) | |||
Generating gross proceeds from initial public offering | $ 14,879,920 | ||
Sale of units | 1,487,992 | ||
Sale of price per unit | $ 10 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Dec. 31, 2018USD ($) |
Significant Accounting Policies (Textual) | |
Federal depository insurance coverage | $ 250,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] - USD ($) | 1 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | |
Initial Public Offering (Textual) | ||
Initial public offering of units | 1,487,992 | 10,000,000 |
Purchase price per unit | $ 10 | $ 10 |
Exercise price | $ 11.50 | |
Warrant, Description | Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination. | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Textual) | ||
Upfront underwriting discount | $ 2,000,000 | |
Offering price to underwriter | $ 297,598 | |
Offering price to underwriter, Percentage | 2.00% | |
Additional fee to underwriter | $ 3,500,000 | |
Deferred Discount gross offering proceeds | $ 520,797 | |
Percentage of deferred Discount gross offering proceeds | 3.50% | |
Total offering costs | $ 3,060,924 | |
Underwriter’s commissions | 2,297,598 | |
Other offering costs | $ 763,325 | |
Purchase Option [Member] | ||
Initial Public Offering (Textual) | ||
Initial public offering of units | 500,000 | |
Purchase price per unit | $ 3.206 | |
Exercise price | $ 11.50 | |
Underwriter's Fees | $ 100 | |
Aggregate exercise price | $ 5,750,000 | |
Option to purchase ordinary shares | 500,000 | |
Warrants to purchase shares and rights | 250,000 | |
Ordinary shares issued upon exercise of the option | 50,000 | |
Cash payment | $ 100 | |
Fair value of purchase option | $ 1,603,060 | |
Expected volatility | 38.00% | |
Risk-free interest rate | 2.29% |
Private Placements (Details)
Private Placements (Details) - USD ($) | 1 Months Ended | 11 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | Dec. 31, 2018 | |
Private Placements (Textual) | |||
Gross proceeds from private placement | $ 3,297,600 | ||
Private Placement [Member] | |||
Private Placements (Textual) | |||
Sale of units | 300,000 | ||
Sale of price per unit | $ 10 | ||
Gross proceeds from private placement | $ 3,000,000 | ||
Over-Allotment Option [Member] | |||
Private Placements (Textual) | |||
Sale of units | 1,487,992 | 30,000 | |
Sale of price per unit | $ 10 | $ 10 | |
Purchase of additional units | 29,760 | 1,500,000 | |
Gross proceeds from sale of private units | $ 297,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 06, 2018 | Dec. 28, 2018 | Nov. 20, 2018 | Oct. 26, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Oct. 21, 2018 | Oct. 19, 2018 | Sep. 05, 2018 | Jun. 30, 2018 |
Related Party Transactions (Textual) | |||||||||||
Ordinary shares subject to forfeiture | 10,603,302 | ||||||||||
Related party transaction, description | The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company's ordinary shares equals or exceeds $12.50 per share (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 with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||||
Advances from related party | $ 2,379 | $ 2,379 | |||||||||
Repayments of related party | $ 71,256 | ||||||||||
Founder shares were forfeited | 3,002 | ||||||||||
Proceeds from private placement | $ 3,297,600 | ||||||||||
Founder Shares [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Ordinary shares acquired | 2,875,000 | ||||||||||
Aggregate purchase price | $ 19,550 | ||||||||||
Price per share | $ 0.01 | ||||||||||
Ordinary shares subject to forfeiture | 375,000 | ||||||||||
Founder shares were forfeited | 3,002 | ||||||||||
Percentage of maintain company’s issued and outstanding shares | 20.00% | ||||||||||
Private Placement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Proceeds from private placement | $ 3,000,000 | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Advances from related party | $ 256 | $ 2,818 | |||||||||
Repayments of related party | $ 2,818 | $ 256 | |||||||||
General and administrative services fees | 1,000 | ||||||||||
Administrative fees | $ 6,000 | ||||||||||
Sponsor [Member] | Initial Public Offering [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Advances from related party | $ 71,000 | ||||||||||
Sponsor loans payable | $ 300,000 | ||||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Deposit on escrow account | $ 3,299,979 | ||||||||||
Private units subscribed | 329,760 | ||||||||||
Proceeds from private placement | $ 3,297,600 | ||||||||||
Remaining private placement | $ 2,379 | ||||||||||
Sponsor [Member] | HK [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Advances from related party | $ 1,985 | $ 22,000 |
Cash and Investment Held in T_3
Cash and Investment Held in Trust Account (Details) | 11 Months Ended |
Dec. 31, 2018USD ($) | |
Carrying value | $ 114,880,132 |
Gross Unrealized Holding Gain | 444,119 |
Cash and Investment Held in Trust Account | 115,324,251 |
U.S. Money Market | |
Carrying value | 31,335 |
Gross Unrealized Holding Gain | |
Cash and Investment Held in Trust Account | 31,335 |
U.S. Treasury Securities [Member] | |
Carrying value | 114,848,797 |
Gross Unrealized Holding Gain | 444,119 |
Cash and Investment Held in Trust Account | $ 115,292,916 |
Cash and Investment Held in T_4
Cash and Investment Held in Trust Account (Details Textual) | Dec. 31, 2018USD ($) |
Cash and Investment Held in Trust Account (Textual) | |
Cash and cash equivalents held in Trust Account | $ 114,880,132 |
Money Market Funds [Member] | |
Cash and Investment Held in Trust Account (Textual) | |
Investment in Company’s Trust Account | 31,335 |
Cash and cash equivalents held in Trust Account | 31,335 |
US Treasury Securities [Member] | |
Cash and Investment Held in Trust Account (Textual) | |
Investment in Company’s Trust Account | 114,848,797 |
Cash and cash equivalents held in Trust Account | $ 114,848,797 |
Commitments (Details)
Commitments (Details) - Over-Allotment Option [Member] - USD ($) | 1 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | |
Sale of units | 1,487,992 | 30,000 |
Underwriting discount amount | $ 297,598 | |
Percentage of underwriting discount | 3.50% | |
Deferred underwriting discounts and commissions value | $ 4,020,797 |
Shareholder_s Equity (Details)
Shareholder’s Equity (Details) | 11 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Preferred shares, authorized | 100,000,000 |
Ordinary shares, authorized | 300,000,000 |
Ordinary shares subject to forfeiture | 10,603,302 |
Ordinary shares, issued | 4,086,448 |
Ordinary share price | $ / shares | $ 11.50 |
Warrants [Member] | |
Warrants price | $ / shares | $ 0.01 |
Description of warrant | The Company may call the warrants for redemption (excluding the private warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, at any time after the warrants become exercisable, upon not less than 30 days' prior written notice of redemption to each warrant holder, if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. |
Reconciliation of Earnings pe_3
Reconciliation of Earnings per Common Share (Details) | 11 Months Ended | |
Dec. 31, 2018USD ($)$ / sharesshares | ||
Earnings Per Share [Abstract] | ||
Net income | $ 341,708 | |
Less: income attributable to ordinary shares subject to redemption | 320,644 | [1] |
Adjusted income | $ 21,064 | |
Basic and diluted weighted average shares outstanding | shares | 1,117,863 | [2] |
Basic and diluted earnings per ordinary share | $ / shares | $ 0.02 | |
[1] | Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination. | |
[2] | Excludes an aggregate of up to 10,603,302 common shares subject to redemption at December 31, 2018. An aggregate of 3,002 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters. |
Reconciliation of Earnings pe_4
Reconciliation of Earnings per Common Share (Details Textual) | 11 Months Ended |
Dec. 31, 2018shares | |
Reconciliation of Earnings per Common Share (Textual) | |
Ordinary shares subject to forfeiture | 10,603,302 |
Common stock cancelled | 3,002 |