Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Newborn Acquisition Corp | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 7,460,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001780262 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39230 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 301,714 | $ 108,667 |
Prepaid expenses | 46,789 | |
Deferred offering costs | 220,996 | |
Total Current Assets | 348,503 | 329,663 |
Cash and marketable securities held in trust account | 57,894,310 | |
Total Assets | 58,242,813 | 329,663 |
Current Liabilities | ||
Accrued payables | 50,000 | 29,241 |
Note payable to related party | 280,000 | |
Total Current Liabilities | 50,000 | 309,241 |
Deferred underwriting compensation | 1,437,500 | |
Total Liabilities | 1,487,500 | 309,241 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption; 5,140,269 (at redemption value of $10.0686 per share) | 51,755,312 | |
Shareholders’ Equity | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 2,319,731 and 1,437,500 ordinary shares issued and outstanding, respectively | 232 | 144 |
Additional paid- in capital | 5,787,136 | 24,856 |
Accumulated deficit | (787,367) | (4,578) |
Total Shareholders’ Equity | 5,000,001 | 20,422 |
Total Liabilities and Shareholder’s Equity | $ 58,242,813 | $ 329,663 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Ordinary shares subject to possible redemption | 5,140,269 | |
Redemption value, per share (in Dollars per share) | $ 10.0686 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary stock, shares authorized | 100,000,000 | 100,000,000 |
Ordinary stock, shares issued | 2,319,731 | 1,437,500 |
Ordinary stock, shares outstanding | 2,319,731 | 1,437,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
General and administrative expenses | $ 97,034 | $ 185 | $ 4,403 | $ 1,177,099 | |
Loss from operation | (97,034) | (185) | (4,403) | (1,177,099) | |
Other income | |||||
Interest income on cash and marketable securities held in trust account | 87,534 | 394,310 | |||
Net Loss | (9,500) | (185) | (4,403) | (782,789) | |
Less: income attributable to ordinary shares subject to redemption | (77,787) | (352,497) | |||
Adjusted net loss | $ (87,287) | $ (185) | $ (4,403) | $ (1,135,286) | |
Basic and diluted weighted average shares outstanding (in Shares) | [1] | 2,319,731 | 1,437,500 | 1,437,500 | 2,164,613 |
Basic and diluted adjusted net loss per share (in Dollars per share) | [2] | $ (0.04) | $ 0 | $ 0 | $ (0.52) |
[1] | Excludes an aggregate of up to 5,140,269 ordinary shares subject to redemption at September 30, 2020. | ||||
[2] | Excludes income attributable to ordinary shares subject to possible redemption. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) | Sep. 30, 2020shares |
Income Statement [Abstract] | |
Ordinary shares subject to redeemption | 5,140,269 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Orindary Shares | Additional Paid- in Capital | Accumulated Deficit | Total |
Balance at Apr. 11, 2019 | ||||
Balance (in Shares) at Apr. 11, 2019 | ||||
Issuance of ordinary shares to initial shareholders | $ 144 | 24,856 | 25,000 | |
Issuance of ordinary shares to initial shareholders (in Shares) | 1,437,500 | |||
Net income/loss | (4,218) | (4,218) | ||
Balance at Jun. 30, 2019 | $ 144 | 24,856 | (4,218) | 20,782 |
Balance (in Shares) at Jun. 30, 2019 | 1,437,500 | |||
Balance at Apr. 11, 2019 | ||||
Balance (in Shares) at Apr. 11, 2019 | ||||
Net income/loss | (4,403) | |||
Balance at Sep. 30, 2019 | $ 144 | 24,856 | (4,403) | 20,597 |
Balance (in Shares) at Sep. 30, 2019 | 1,437,500 | |||
Balance at Jun. 30, 2019 | $ 144 | 24,856 | (4,218) | 20,782 |
Balance (in Shares) at Jun. 30, 2019 | 1,437,500 | |||
Net income/loss | (185) | (185) | ||
Balance at Sep. 30, 2019 | $ 144 | 24,856 | (4,403) | 20,597 |
Balance (in Shares) at Sep. 30, 2019 | 1,437,500 | |||
Balance at Dec. 31, 2019 | $ 144 | 24,856 | (4,578) | 20,422 |
Balance (in Shares) at Dec. 31, 2019 | 1,437,500 | |||
Sales of 272,500 units at $10.00 per unit during the private placement | $ 27 | 2,724,973 | 2,725,000 | |
Sales of 272,500 units at $10.00 per unit during the private placement (in Shares) | 272,500 | |||
Sales of 5,750,000 units at $10.00 per unit during the public offering | $ 575 | 57,499,425 | 57,500,000 | |
Sales of 5,750,000 units at $10.00 per unit during the public offering | 5,750,000 | |||
Underwriters’ discount | (3,162,500) | (3,162,500) | ||
Offering expenses | (514,910) | (514,910) | ||
Proceeds from sale of underwriter’s unit purchase option | 100 | 100 | ||
Change in value of ordinary shares subject to possible redemption | $ (516) | (51,610,624) | (51,611,140) | |
Change in value of ordinary shares subject to possible redemption (in Shares) | (5,161,114) | |||
Net income/loss | 43,036 | 43,036 | ||
Balance at Mar. 31, 2020 | $ 230 | 4,961,320 | 38,458 | 5,000,008 |
Balance (in Shares) at Mar. 31, 2020 | 2,298,886 | |||
Balance at Dec. 31, 2019 | $ 144 | 24,856 | (4,578) | 20,422 |
Balance (in Shares) at Dec. 31, 2019 | 1,437,500 | |||
Net income/loss | (782,789) | |||
Balance at Sep. 30, 2020 | $ 232 | 5,787,136 | (787,367) | 5,000,001 |
Balance (in Shares) at Sep. 30, 2020 | 2,319,731 | |||
Balance at Mar. 31, 2020 | $ 230 | 4,961,320 | 38,458 | 5,000,008 |
Balance (in Shares) at Mar. 31, 2020 | 2,298,886 | |||
Share-based compensation | 969,990 | 969,990 | ||
Change in value of ordinary shares subject to possible redemption | $ 1 | (153,667) | (153,666) | |
Change in value of ordinary shares subject to possible redemption (in Shares) | 12,129 | |||
Net income/loss | (816,325) | (816,325) | ||
Balance at Jun. 30, 2020 | $ 231 | 5,777,643 | (777,867) | 5,000,007 |
Balance (in Shares) at Jun. 30, 2020 | 2,311,015 | |||
Change in value of ordinary shares subject to possible redemption | $ 1 | 9,493 | 9,494 | |
Change in value of ordinary shares subject to possible redemption (in Shares) | 8,716 | |||
Net income/loss | (9,500) | (9,500) | ||
Balance at Sep. 30, 2020 | $ 232 | $ 5,787,136 | $ (787,367) | $ 5,000,001 |
Balance (in Shares) at Sep. 30, 2020 | 2,319,731 |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholders' Equity (Unaudited) (Parentheticals) | Mar. 31, 2020$ / sharesshares |
Statement of Stockholders' Equity [Abstract] | |
Sales of during the private placement | shares | 272,500 |
Share private placement price | $ / shares | $ 10 |
Sales of during the public offering | shares | 5,750,000 |
Public offering price per shares | $ / shares | $ 10 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2020 | |
Cash flow from operating activities | ||
Net loss | $ (4,403) | $ (782,789) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income earned in trust account | (394,310) | |
Share-based compensation | 969,990 | |
Change in operating assets and liabilities: | ||
Change in prepaid expenses | (46,789) | |
Change in accrued payables | 4,030 | 45,970 |
Net cash used in operating activities | (373) | (207,928) |
Cash flows from investing activities | ||
Cash deposited in trust account | (57,500,000) | |
Net cash used in investing activities | (57,500,000) | |
Cash flow from financing activities | ||
Proceeds from sale of units during the public offering | 57,500,000 | |
Proceeds from sale of units during the private placement | 2,445,000 | |
Proceeds from sale of underwriter’s unit purchase option | 100 | |
Payment of costs of public offering | (190,636) | (2,044,125) |
Proceeds from note payable to a related party | 280,000 | |
Proceeds from sale of ordinary shares | 25,000 | |
Net cash provided by financing activities | 114,364 | 57,900,975 |
Net increase in cash | 113,991 | 193,047 |
Cash at beginning of period | 108,667 | |
Cash at end of period | 113,991 | 301,714 |
Supplemental disclosure of non-cash financing activities | ||
Repayment of note payable by converting into partial proceeds of private placement | $ 280,000 |
Organization, Plan of Business
Organization, Plan of Business Operations and Going Concern Consideration | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization, Plan of Business Operations and Going Concern Consideration | Note 1 — Organization, Plan of Business Operations and Going Concern Consideration Organization and General Newborn Acquisition Corp. (the “Company” or “Newborn”) was incorporated in Cayman Islands on April 12, 2019 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although the Company initially intends to focus on operating businesses in Asia (excluding China) and the United States. At September 30, 2020, the Company had not yet commenced any operations. All activities through September 30, 2020 relate to the Company’s formation, the public offering described below and its effort in seeking a target business. Financing The registration statement for the Company’s Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on February 13, 2020. The Company consummated the Public Offering on February 19, 2020. The Public Offering consisted of 5,750,000 units (which includes the full exercise of the over-allotment option by the underwriters in the Public Offering) at $10.00 per unit (the “Public Units’). Concurrently with the Public Offering, the Company sold to its sponsor 272,500 units at $10.00 per unit (the “Private Units”) in a private placement (as described in Note 4). The Company received net proceeds of approximately $57,989,380. Trust Account Upon the closing of the Public Offering and the private placement, $57,500,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within 12 months from the closing of the Public Offering (or 18 months if expended as provided in the prospectus for 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 to have all vendors, service providers, prospective target businesses or other entities it engages, 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 Pursuant to Nasdaq listing rules, the Company’s Initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (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 execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target business management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target business or otherwise owns a controlling interest in the target business sufficient enough for it not to be required to register as an investment company under the Investment Company Act. 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 either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares will be recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if shareholder approval is sought, and obtain an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company will be required to approve the business combination. The shareholders immediately prior to Public Offering (“Initial Shareholders”) have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public Offering, in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. Liquidation Pursuant to the Company’s Certificate of Incorporation, if the Company is unable to complete its initial Business Combination within 12 months from the date of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of Ordinary Shares and the Company’s board of directors, dissolve and liquidate. However, if the Company anticipates that it may not be able to consummate its initial business combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination). Pursuant to the terms of the Company’s amended and restated articles of incorporation and the trust agreement, in order to extend the time available for the Company to consummate its initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline, up to an aggregate of $1,150,000, or $0.20 per share. 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 Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of the Company’s 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 Company’s initial business combination. In the event that the Company receives notice from its insiders five days prior to the 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 the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not 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 its initial business combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate its initial business combinations, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a pro rata portion of the amount then in the Trust Account. Holders of rights will receive no proceeds in connection with the liquidation. The Initial Shareholders and the holders of Private Units will not participate in any redemption distribution with respect to their Initial Shares and Private Units, including the Ordinary Shares included in the Private Units. To the extent that the Company is unable to consummate a business combination, it will pay the costs of liquidation from the remaining assets outside of the trust account. If such funds are insufficient, NeoGenesis Holding Co., Ltd., the Company’s sponsor, has agreed to pay the funds necessary to complete such liquidation and have agreed not to seek repayment of such expenses. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to 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). 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 an 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 statement 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 | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed 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”) regarding interim financial reporting, the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all of the information and notes required by GAAP for complete financial statements. The unaudited condensed financial information should be read in conjunction with the audited financial statements and the notes thereto for the period from April 12 (inception) through December 31, 2019. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. 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 and Marketable Securities Held in Trust Account At September 30, 2020, the assets held in the Trust Account was consisted of $57,894,310 in money market fund. The investment in money market fund is recorded at fair value. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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 Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering. Accordingly, on February 19, 2020, offering costs with a total amount of $3,677,410 have been charged to shareholders’ equity (consisting of $3,162,500 in underwriters’ fees, plus $514,910 of other cash expenses). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of financial statement in conformity with U.S. 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 statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company 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 statement 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 Cayman 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 statement. Since the Company was incorporated on April 12, 2019, the evaluation was performed for 2019 tax year which was 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 changes 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. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted Cayman Islands company, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Public Offering [Abstract] | |
Public Offering | Note 3 — Public Offering Public Unit On February 19, 2020, the Company sold 5,750,000 units at a price of $10.00 per Public Unit in the Public Offering (which includes the full exercise of the underwriter’s over-allotment option). Each Unit consists of one share of ordinary shares in the Company, one warrant (“Warrant”) and one right (“Right”) (see Note 8). The Company paid an up-front underwriting discount of $1,725,000 (3.0% of the gross offering proceeds) to the underwriter at the closing of the Public Offering, with an additional fee of $1,437,500 (the “Deferred Discount”, which represents 2.5% of the gross offering proceeds). 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. Purchase Option On February 19, 2020, the Company sold to the underwriters, for $100, a unit purchase option to purchase up to a total of 316,250 units at $11.50 per Unit (or an aggregate exercise price of $3,636,875) commencing on the close of the consummation of a Business Combination. The unit purchase option expires five years from the effective date of the registration statement relating to the Public Offering. The units issuable upon exercise of this option are identical to the Units being offered in the Public Offering. The Company has agreed to grant to the holders of the unit purchase option, demand and “piggy back” registration rights for periods of five and seven years, respectively, from the effective date of this Public Offering, including securities directly and indirectly issuable upon exercise of the unit purchase option. The Company has accounted for the fair value of the unit purchase option, inclusive of the receipt of a $100 cash payment, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity. The Company estimates that the fair value of this unit purchase option is approximately $428,906 using a Black-Scholes option-pricing model adjusted for the likelihood of a completed Business Combination. The fair value of the unit purchase option granted to the placement agent is estimated as of the date of grant using the following assumptions: (1) expected volatility of 31.00%, (2) risk-free interest rate of 2.19% and (3) expected life of five years, (4) estimated possibility of 52.1% for consummation of initial business combination. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2020 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement On February 19, 2020, NeoGenesis Holding Co., Ltd., the Company’s sponsor, purchased an aggregate of 272,500 Private Units at $10.00 per Private Unit. The Private Units are identical to the Units sold in the Public Offering, except that the private warrants are not redeemable so long as they are held by the purchaser or its permitted transferees. Additionally, the holders of the Private Units have agreed (A) to vote the shares underlying their Private Units in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of such a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to convert their public shares in connection with any such vote, (C) not to convert any shares underlying the Private Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve an initial Business Combination or a vote to amend the provisions of the Company’s amended and restated certificate of incorporation relating to shareholders’ rights or pre-Business Combination activity or sell their shares to the Company in connection with a tender offer the Company engages in and (D) that the shares underlying the Private Units shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The purchasers have also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to transferees that agree to the same terms and restrictions) until the completion of an initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions On May 17, 2019, the Company issued an unsecured promissory note of $280,000 principal amount to the Company’s Chairman and Chief Executive Officer. The note was non-interest bearing and payable on the consummation of the Public Offering or the date on which the Company determines not to conduct an initial public offering of its securities. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. On February 19, 2020, the $280,000 loan was converted into part of the subscription of $2,725,000 private placement at a price of $10.00 per unit. The note was cancelled and no amount is owed under the note. The Company currently maintains the principal executive offices at Room 801, Building C, SOHO Square, No. 88 Zhongshan East 2 nd |
Deferred Underwriter Commission
Deferred Underwriter Commission | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Underwriter Commission [Abstract] | |
Deferred Underwriter Commission | Note 6 — Deferred Underwriter Commission The Company is committed to pay the Deferred Discount in the amount of $1,437,500, to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a Business Combination. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7 — Commitments Warrant Solicitation Fee The Company has agreed to pay Chardan Capital Markets, LLC a warrant solicitation fee of five percent (5%) of the exercise price of each public warrant exercised during the period commencing twelve months after the effective date of the registration statement of which this prospectus forms a part, including warrants acquired by security holders in the open market, but excluding warrants exercised during the 30 day period following notice of a proposed redemption. The warrant solicitation fee will be payable in cash. There is no limitation on the maximum warrant solicitation fee payable to Chardan Capital Markets, LLC, except to the extent it is limited by the number of public warrants outstanding. Right of First Refusal Subject to certain conditions, the Company granted Chardan, for a period of 15 months after the date of the consummation of the Company’s business combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. Registration Rights The Initial Shareholders will be entitled to registration rights with respect to their Initial Shares, as well as the holders of the Private Units and holders of any securities issued to the Company’s Initial Shareholders, officers, directors or their affiliates in payment of working capital loans or extension loans made to the Company, will be entitled to registration rights with respect to the Private Units (and underlying securities), pursuant to an agreement signed on the effective date of the Public Offering. The holders of the majority of the Initial Shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Private Units (or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | Note 8 — Shareholders’ Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. No preferred shares were issued or outstanding as of September 30, 2020 and December 31, 2019. Ordinary shares The Company is authorized to issue 100,000,000 ordinary shares with a par value of $0.0001 per share. On May 17, 2019, 1,150,000 ordinary shares were sold to the Initial Shareholders for an aggregate of $25,000. The Company subsequently declared a share dividend of 0.25 shares for each outstanding share, resulting in 1,437,500 ordinary shares being outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. All of these shares was placed in escrow until (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property. On February 19, 2020, the Company sold 5,750,000 units at a price of $10.00 per Public Unit in the Public Offering and NeoGenesis Holding Co., Ltd., the Company’s sponsor, purchased an aggregate of 272,500 Private Units at $10.00 per Private Unit. Each Public Unit and Private Unit consists of one share of ordinary shares in the Company, one Warrant and one Right. At September 30, 2020, there were 2,319,731 shares of ordinary shares issued and outstanding excluding 5,140,269 shares subject to possible redemption. Share Transfer of Ordinary Shares On April 20, 2020, NeoGenesis Holding Co., Ltd., the Company’s sponsor transferred 100,000 shares of the Company’s ordinary share to Deyin Chen, a special advisor to the Company for a total cash consideration of $10. Based on ASC 718-10-15-4 and ASC 718-10-30-3, the value for nonemployee share issuances in exchange for service should be determined based on either the fair value of the goods or services received or the fair value of the equity instruments issued, whichever is more reliably measurable. The shares were granted (effective on April 20, 2020) and are nonforfeitable. The Company recognized $969,990 ($970,000 of fair value for the shares less $10 of the transfer price) as general and administrative expenses in the Company’s financial statements with a corresponding increase in additional paid-in capital. The fair value of the shares transferred was $9.70 per share, which is estimated to be equal to the most recently available closing price of ordinary shares traded on Nasdaq Stock Exchange on May 1, 2020. Warrants Each Warrant entitles the holder to purchase one-half share of ordinary Shares at a price of $11.50 per share commencing on the later of the Company’s completion of its initial Business Combination or 12 months from the closing of the offering, and expiring five years from after the completion of an initial business combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants during the 30 day redemption period. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In accordance with the warrant agreement relating to the Warrants sold and issued in the Public Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. If a registration statement is not effective within 90 days following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act of 1933, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. If an initial Business Combination is not consummated, the Warrants will expire and will be worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination, and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price. Rights Each Right will entitle the holder to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, an investor must hold Rights in multiples of 10 in order to receive shares for all of its Rights upon closing of a business combination. If the Company is unable to consummate a Business Combination, the Company will redeem 100% of the Public Shares issued in the Public Offering using the funds in the Trust Account as described in Note 1. There are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of the Company’s initial Business Combination. Additionally, in no event will the Company be required to net cash settle the Rights. In such events, the Rights will expire and will be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the Management determined that the 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 Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors. |
Reconciliation of Adjusted Net
Reconciliation of Adjusted Net Loss per Ordinary Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Adjusted Net Loss per Ordinary Share | Note 9 — Reconciliation of Adjusted Net Loss per Ordinary Share The Company’s net income is adjusted for the portion of income that is attributable to ordinary share subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is: For The For The For The For The Ended Ended Ended Through September 30, September 30, September 30, September 30, Net Loss $ (9,500 ) $ (185 ) $ (782,789 ) $ (4,403 ) Less: income attributable to ordinary shares subject to redemption (77,787 ) - (352,497 ) - Adjusted net loss (87,287 ) (185 ) (1,135,286 ) (4,403 ) Basic and diluted weighted average shares outstanding (1) 2,319,731 1,437,500 2,164,613 1,437,500 Basic and diluted net loss per share (2) $ (0.04 ) $ (0.00 ) $ (0.52 ) $ (0.00 ) (1) Excludes an aggregate of up to 5,140,269 ordinary shares subject to redemption at September 30, 2020. (2) Income attributable to ordinary share subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to ordinary shareholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On November 11, 2020, Newborn, a Delaware corporation, NB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Newborn (the “Purchaser”), Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nuvve Corporation, a Delaware corporation (“ Nuvve Concurrently with the execution of the Merger Agreement, on November 11, 2020, Newborn has entered into a Subscription Agreement with certain investors pursuant to which the investors agreed to purchase 1,425,000 of Newborn’s ordinary shares and warrants to purchase 712,500 of Newborn ordinary shares for an aggregate purchase price of $14,250,000 (the “PIPE”). The warrants will be exercisable at $11.50 per share and have the same terms as Newborn’s public warrants. The investors will receive demand and piggyback registration rights in connection with the securities issued to them. Also on November 11, 2020, Nuvve entered into a bridge loan agreement with an investor, pursuant to which the investor agreed to purchase a $4,000,000 convertible debenture from Nuvve. The debenture will automatically convert into shares of Nuvve common stock immediately prior to the closing of the transactions contemplated by the Merger Agreement. The bridge loan is expected to close on or before November 13, 2020. Upon the closing of the transactions contemplated in the Merger Agreement, Purchaser will acquire 100% of the issued and outstanding equity securities of Nuvve (the “Acquisition Merger”), in exchange for an aggregate of approximately 10.2 million shares of Purchaser Common Stock, par value $0.001 per share (the “Purchaser Common Stock”), among which (i) approximately 1.3 million shares of Purchaser Common Stock will be issuable pursuant to options, and (ii) approximately 0.9 million shares of Purchaser Common Stock are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement. Immediately prior to the Acquisition Merger, Newborn will be merged with and into Purchaser, the separate corporate existence of Newborn will cease and Purchaser will continue as the surviving corporation (the “Reincorporation Merger”). Pursuant to a Purchase and Option Agreement between the Purchaser and an existing Nuvve stockholder, 0.6 million shares of Purchaser Common Stock will be repurchased immediately after the closing at $10.00 per share out of the proceeds available from the PIPE, the bridge and the Newborn trust account. In addition, existing Nuvve stockholders will have the option to sell up to an additional $2 million of shares of Purchaser Common Stock back to the combined company within a year after closing at a price per share equal to the then-current market price. Certain stockholders of Nuvve have agreed to purchase any option shares acquired by the combined company for the same amount paid for them. Additionally, certain Nuvve Shareholders may be entitled to receive up to 4.0 million earn-out shares if, for the fiscal year ending December 31, 2021, the Purchaser’s revenue, as determined in accordance with U.S. GAAP as consistently applied heretofore by the Company Group, equals or exceeds $30,000,000. The Acquisition Merger will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. The Company evaluated subsequent events and transactions that occur after the balance sheet date up to the date that the financial statement were available to be issued. Other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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”) regarding interim financial reporting, the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all of the information and notes required by GAAP for complete financial statements. The unaudited condensed financial information should be read in conjunction with the audited financial statements and the notes thereto for the period from April 12 (inception) through December 31, 2019. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. |
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 and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At September 30, 2020, the assets held in the Trust Account was consisted of $57,894,310 in money market fund. The investment in money market fund is recorded at fair value. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
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 Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering. Accordingly, on February 19, 2020, offering costs with a total amount of $3,677,410 have been charged to shareholders’ equity (consisting of $3,162,500 in underwriters’ fees, plus $514,910 of other cash expenses). |
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. 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 statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company 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 statement 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 Cayman 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 statement. Since the Company was incorporated on April 12, 2019, the evaluation was performed for 2019 tax year which was 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 changes 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. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted Cayman Islands company, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Reconciliation of Adjusted Ne_2
Reconciliation of Adjusted Net Loss per Ordinary Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted per common share | For The For The For The For The Ended Ended Ended Through September 30, September 30, September 30, September 30, Net Loss $ (9,500 ) $ (185 ) $ (782,789 ) $ (4,403 ) Less: income attributable to ordinary shares subject to redemption (77,787 ) - (352,497 ) - Adjusted net loss (87,287 ) (185 ) (1,135,286 ) (4,403 ) Basic and diluted weighted average shares outstanding (1) 2,319,731 1,437,500 2,164,613 1,437,500 Basic and diluted net loss per share (2) $ (0.04 ) $ (0.00 ) $ (0.52 ) $ (0.00 ) (1) Excludes an aggregate of up to 5,140,269 ordinary shares subject to redemption at September 30, 2020. (2) Income attributable to ordinary share subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to ordinary shareholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination. |
Organization, Plan of Busines_2
Organization, Plan of Business Operations and Going Concern Consideration (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Feb. 19, 2020 | Sep. 30, 2020 | |
Organization, Plan of Business Operations and Going Concern Consideration (Textual) | ||
Private placement (in Dollars) | $ 5,750,000 | |
Maturity term | 180 days | |
Deposit into the trust account unit (in Shares) | 575,000 | |
Deposit into the trust account unit price per unit | $ 0.10 | |
Aggregate unit (in Shares) | 1,150,000 | |
Aggregate price per unit | $ 0.20 | |
Public Offering [Member] | ||
Organization, Plan of Business Operations and Going Concern Consideration (Textual) | ||
Private placement (in Dollars) | $ 57,500,000 | |
Public offering price per unit | $ 10 | |
Sale of share units (in Shares) | 5,750,000 | |
Sale of Public offering sponsor, per unit | $ 10 | |
Proceed from sale of underwriter’s unit purchase option (in Dollars) | $ 57,989,380 | |
Private Placement [Member] | ||
Organization, Plan of Business Operations and Going Concern Consideration (Textual) | ||
Sale of share units (in Shares) | 272,500 | 272,500 |
Sale of share units | $ 10 | |
Business Combination [Member] | ||
Organization, Plan of Business Operations and Going Concern Consideration (Textual) | ||
Business combination fair value description | Pursuant to Nasdaq listing rules, the Company’s Initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (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 execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. | |
Business combination acquire description | The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target business management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target business or otherwise owns a controlling interest in the target business sufficient enough for it not to be required to register as an investment company under the Investment Company Act. 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. | |
Business combination net tangible assets (in Dollars) | $ 5,000,001 | |
Liquidation, description | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of Ordinary Shares and the Company’s board of directors, dissolve and liquidate. However, if the Company anticipates that it may not be able to consummate its initial business combination within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination). | |
Outstanding public shares, percentage | 100.00% |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 19, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Textual) | |||
Offering costs | $ 3,677,410 | $ 220,996 | |
Underwriter fees | 3,162,500 | ||
Other cash expenses | $ 514,910 | ||
Federal depository insurance coverage | 250,000 | ||
Money Market Fund [Member] | |||
Significant Accounting Policies (Textual) | |||
Assets Held-in-trust, Current | $ 57,894,310 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Feb. 19, 2020 | Sep. 30, 2020 | |
Public Offering (Textual) | ||
Sale of stock (in Shares) | 5,750,000 | |
Sale of share per unit (in Dollars per share) | $ 10 | |
Up-front underwriting discount | $ 1,725,000 | |
Offering price percentage | 3.00% | |
Underwriter additional fee | $ 1,437,500 | |
Proceeds from gross offering percentage | 2.50% | |
Sale of underwriters units | $ 100 | |
Total purchase option | $ 316,250 | |
Purchase price per unit (in Shares) | 11.50 | |
Aggregate exercise price | $ 3,636,875 | |
Unit Purchase Option [Member] | ||
Public Offering (Textual) | ||
Fair value of purchase option | $ 100 | |
Purchase Option [Member] | ||
Public Offering (Textual) | ||
Fair value of purchase option | $ 428,906 | |
Expected volatility percentage | 31.00% | |
Risk-free interest rate | 2.19% | |
Expected life | 5 years | |
Estimated possibility percentage | 52.10% |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 1 Months Ended |
Feb. 19, 2020$ / sharesshares | |
Private Placement (Textual) | |
Aggregate purchase of shares | shares | 272,500 |
Per share price | $ / shares | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | |
Feb. 19, 2020 | May 17, 2019 | |
Private Placement [Member] | ||
Related Party Transactions (Textual) | ||
Convertibe loan amount | $ 280,000 | |
Sale of units | $ 2,725,000 | |
Sale of price per unit (in Shares) | 10 | |
Chief Executive Officer [Member] | ||
Related Party Transactions (Textual) | ||
Unsecured promissory note | $ 280,000 |
Deferred Underwriter Commissi_2
Deferred Underwriter Commission (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Deferred Underwriter Commission [Abstract] | |
Investment Banking, Advisory, Brokerage, and Underwriting Fees and Commissions | $ 1,437,500 |
Commitments (Details)
Commitments (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments (Textual) | |
Warrant solicitation fee description | The Company has agreed to pay Chardan Capital Markets, LLC a warrant solicitation fee of five percent (5%) of the exercise price of each public warrant exercised during the period commencing twelve months after the effective date of the registration statement of which this prospectus forms a part, including warrants acquired by security holders in the open market, but excluding warrants exercised during the 30 day period following notice of a proposed redemption. |
Right of first refusal description | Subject to certain conditions, the Company granted Chardan, for a period of 15 months after the date of the consummation of the Company’s business combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public and private equity and debt offerings. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Apr. 20, 2020 | Feb. 19, 2020 | May 17, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, authorized | 100,000,000 | 100,000,000 | |||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Sale of stock price per share (in Dollars per share) | $ 0.25 | ||||
Ordinary shares outstanding | 1,437,500 | 2,319,731 | 1,437,500 | ||
Ordinary shares, shares issued | 2,319,731 | 1,437,500 | |||
Ordinary share subject to possible redemption | 5,140,269 | ||||
Share transfer of ordinary shares, description | The shares were granted (effective on April 20, 2020) and are nonforfeitable. The Company recognized $969,990 ($970,000 of fair value for the shares less $10 of the transfer price) as general and administrative expenses in the Company’s financial statements with a corresponding increase in additional paid-in capital. The fair value of the shares transferred was $9.70 per share | ||||
Warrants, description | Each Warrant entitles the holder to purchase one-half share of ordinary Shares at a price of $11.50 per share commencing on the later of the Company’s completion of its initial Business Combination or 12 months from the closing of the offering, and expiring five years from after the completion of an initial business combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants during the 30 day redemption period | ||||
Public shares issued percentage | 100.00% | ||||
Initial Shareholders [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares sold | 1,150,000 | ||||
Ordinary shares sold, value (in Dollars) | $ 25,000 | ||||
Ordinary shares, description | All of these shares was placed in escrow until (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property. | ||||
Public Offering [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares sold | 5,750,000 | ||||
Sale of stock price per share (in Dollars per share) | $ 10 | ||||
Private Placement [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares sold | 272,500 | 272,500 | |||
Ordinary shares sold, value (in Dollars) | $ 2,725,000 | ||||
Sale of stock price per share (in Dollars per share) | $ 10 | ||||
Deyin Chen [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares sold | 100,000 | ||||
Cash consideration (in Dollars) | $ 10 | ||||
Business Combination [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Warrants, description | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination, and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price. |
Reconciliation of Adjusted Ne_3
Reconciliation of Adjusted Net Loss per Ordinary Share (Details) | Sep. 30, 2020shares |
Earnings Per Share [Abstract] | |
Ordinary share subject to possible redemption | 5,140,269 |
Reconciliation of Adjusted Ne_4
Reconciliation of Adjusted Net Loss per Ordinary Share (Details) - Schedule of basic and diluted per common share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | ||
Schedule of basic and diluted per common share [Abstract] | |||||
Net Loss | $ (9,500) | $ (185) | $ (4,403) | $ (782,789) | |
Less: income attributable to ordinary shares subject to redemption | (77,787) | (352,497) | |||
Adjusted net loss | $ (87,287) | $ (185) | $ (4,403) | $ (1,135,286) | |
Basic and diluted weighted average shares outstanding (in Shares) | [1] | 2,319,731 | 1,437,500 | 1,437,500 | 2,164,613 |
Basic and diluted net loss per share (in Dollars per share) | [2] | $ (0.04) | $ 0 | $ 0 | $ (0.52) |
[1] | Income attributable to ordinary share subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to ordinary shareholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination. | ||||
[2] | Excludes an aggregate of up to 5,140,269 ordinary shares subject to redemption at September 30, 2020. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Nov. 11, 2020USD ($)$ / sharesshares |
Nuvve Merger Sub Inc. [Member] | |
Subsequent Events (Details) [Line Items] | |
Merger agreement, description | the Merger Agreement, Purchaser will acquire 100% of the issued and outstanding equity securities of Nuvve (the “Acquisition Merger”), in exchange for an aggregate of approximately 10.2 million shares of Purchaser Common Stock, par value $0.001 per share (the “Purchaser Common Stock”), among which (i) approximately 1.3 million shares of Purchaser Common Stock will be issuable pursuant to options, and (ii) approximately 0.9 million shares of Purchaser Common Stock are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement. |
Merger agreement, acquisition percentage | 100.00% |
Stock issued repurchase of common stock | 600,000 |
Share price, per share (in Dollars per share) | $ / shares | $ 10 |
Additional shares issued of common stock (in Dollars) | $ | $ 2,000,000 |
Shares of earn-out | 4,000,000 |
Proceeds from issuance of common stock (in Dollars) | $ | $ 30,000,000 |
Subscription Agreement [Member] | |
Subsequent Events (Details) [Line Items] | |
Ordinary shares issued | 1,425,000 |
Number of warrants | 712,500 |
Aggregate purchase price (in Dollars) | $ | $ 14,250,000 |
warrants exercisable per share (in Dollars per share) | $ / shares | $ 11.50 |
Bridge Loan Agreement [Member] | |
Subsequent Events (Details) [Line Items] | |
Ordinary shares issued | 4,000,000 |