☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
81-0824240
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
3601 N Interstate 10 Service Rd W
Metairie, LA
|
70002
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which
registered
|
Common Stock, par value $0.0001 per share
|
TIBR
|
The NASDAQ Stock Market LLC
|
Warrants to purchase one share of Common Stock
|
TIBRW
|
The NASDAQ Stock Market LLC
|
Units, each consisting of one share of Common Stock and one Warrant
|
TIBRU
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
☐ |
Accelerated filer
|
☐ |
Non-accelerated filer
|
☒ |
Smaller reporting company
|
☒ |
Emerging growth company
|
☒
|
Page
|
||
PART I – FINANCIAL INFORMATION:
|
||
Item 1.
|
2
|
|
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
Item 2.
|
21
|
|
Item 3.
|
25
|
|
Item 4.
|
26
|
|
PART II – OTHER INFORMATION:
|
||
Item 1.
|
26
|
|
Item 1A.
|
27
|
|
Item 2.
|
27
|
|
Item 3.
|
28
|
|
Item 4.
|
28
|
|
Item 5.
|
28
|
|
Item 6.
|
29
|
September 30,
2019
|
December 31,
2018
|
|||||||
(Unaudited)
|
||||||||
ASSETS:
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
56,180
|
$
|
325,115
|
||||
Income tax receivable
|
20,000
|
30,000
|
||||||
Prepaid expenses
|
69,825
|
114,725
|
||||||
Total current assets
|
146,005
|
469,840
|
||||||
Investments and cash held in trust account
|
178,739,627
|
176,444,379
|
||||||
Total assets
|
$
|
178,885,632
|
$
|
176,914,219
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
103,608
|
$
|
184,237
|
||||
Due to sponsor
|
95,000
|
5,000
|
||||||
Total current liabilities
|
198,608
|
189,237
|
||||||
Sponsor loan payable
|
1,875,000
|
1,725,000
|
||||||
Deferred underwriting commissions
|
7,350,000
|
7,350,000
|
||||||
Total liabilities
|
9,423,608
|
9,264,237
|
||||||
Commitments:
|
||||||||
Common stock subject to possible redemption; $0.0001 par value; 15,871,770 shares (at redemption value of approximately $10.36 per share) as of September 30, 2019 and
15,914,128 shares (at redemption value of approximately $10.22 per share) as of December 31, 2018
|
164,462,023
|
162,649,981
|
||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding
|
-
|
-
|
||||||
Common stock, $0.0001 par value, 60,000,000 shares authorized, 5,690,730 shares issued and outstanding (excluding 15,871,770 shares subject to possible redemption) as of
September 30, 2019 and 5,648,372 issued and outstanding (excluding 15,914,128 shares subject to possible redemption) as of December 31, 2018
|
569
|
565
|
||||||
Additional paid-in-capital
|
1,625,077
|
3,437,124
|
||||||
Retained earnings
|
3,374,355
|
1,562,312
|
||||||
Total stockholders’ equity
|
5,000,001
|
5,000,001
|
||||||
Total liabilities and stockholders’ equity
|
$
|
178,885,632
|
$
|
176,914,219
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2019
|
2018
|
2019
|
2018
|
|||||||||||||
General and administrative expenses
|
$
|
(333,527
|
)
|
$
|
(181,591
|
)
|
$
|
(739,053
|
)
|
$
|
(459,342
|
)
|
||||
Loss from operations
|
(333,527
|
)
|
(181,591
|
)
|
(739,053
|
)
|
(459,342
|
)
|
||||||||
Interest income
|
968,144
|
867,843
|
3,039,791
|
1,728,386
|
||||||||||||
Unrealized (loss) gain on marketable securities
|
(66,163
|
)
|
(54,048
|
)
|
23,305
|
(44,313
|
)
|
|||||||||
Other income, net
|
901,981
|
813,795
|
3,063,096
|
1,684,073
|
||||||||||||
Net income before taxes
|
568,454
|
632,204
|
2,324,043
|
1,224,731
|
||||||||||||
Provision for income taxes
|
162,000
|
132,500
|
512,000
|
253,000
|
||||||||||||
Net income
|
$
|
406,454
|
$
|
499,704
|
$
|
1,812,043
|
$
|
971,731
|
||||||||
Weighted average number of shares outstanding:
|
||||||||||||||||
Basic and diluted (1)
|
5,667,754
|
5,629,138
|
5,658,379
|
5,239,246
|
||||||||||||
Loss available to common shares:
|
||||||||||||||||
Basic and diluted (2)
|
$
|
(0.04
|
)
|
$
|
(0.02
|
)
|
$
|
(0.08
|
)
|
$
|
(0.04
|
)
|
(1) |
Excludes an aggregate of 15,871,770 and 15,924,510 shares subject to redemption at September 30, 2019 and 2018, respectively.
|
(2) |
Net loss per common share – basic and diluted excludes interest income attributable to common stock subject redemption of $643,594 and $589,444 for the three months ended September 30, 2019 and 2018,
respectively, and $2,245,187 and $1,202,610 for the nine months ended September 30, 2019 and 2018, respectively.
|
Common
Stock
|
Additional
Paid-in
|
Retained |
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||
Balance at January 1, 2019
|
5,648,372
|
$
|
565
|
$
|
3,437,124
|
$
|
1,562,312
|
$
|
5,000,001
|
|||||||||||
Change in value of common stock subject to possible redemption
|
10,426
|
1
|
(642,941
|
)
|
-
|
(642,940
|
)
|
|||||||||||||
Net income
|
-
|
-
|
-
|
642,940
|
642,940
|
|||||||||||||||
Balance at March 31, 2019
|
5,658,798
|
$
|
566
|
$
|
2,794,183
|
$
|
2,205,252
|
$
|
5,000,001
|
|||||||||||
Change in value of common stock subject to possible redemption
|
8,956
|
1
|
(762,650
|
)
|
-
|
(762,649
|
)
|
|||||||||||||
Net income
|
-
|
-
|
-
|
762,649
|
762,649
|
|||||||||||||||
Balance at June 30, 2019
|
5,667,754
|
$
|
567
|
$
|
2,031,533
|
$
|
2,967,901
|
$
|
5,000,001
|
|||||||||||
Change in value of common stock subject to possible redemption
|
22,976
|
2
|
(406,456
|
)
|
-
|
(406,454
|
)
|
|||||||||||||
Net income
|
-
|
-
|
-
|
406,454
|
406,454
|
|||||||||||||||
Balance at September 30, 2019
|
5,690,730
|
$
|
569
|
$
|
1,625,077
|
$
|
3,374,355
|
$
|
5,000,001
|
Common
Stock
|
Additional
|
Retained
Earnings
|
||||||||||||||||||
Shares
|
Amount
|
Paid-in
Capital
|
(Accumulated
Deficit)
|
Stockholders’
Equity
|
||||||||||||||||
Balance at January 1, 2018
|
4,312,500
|
$
|
431
|
$
|
24,569
|
$
|
(19,230
|
)
|
$
|
5,770
|
||||||||||
Sale of common stock to public, net of offering costs
|
17,250,000
|
1,725
|
161,560,945
|
-
|
161,562,670
|
|||||||||||||||
Sale of 4,500,000 Private Placement Warrants
|
-
|
-
|
4,500,000
|
-
|
4,500,000
|
|||||||||||||||
Common stock subject to possible redemption
|
(15,945,041
|
)
|
(1,594
|
)
|
(161,079,231
|
)
|
-
|
(161,080,825
|
)
|
|||||||||||
Net income
|
-
|
-
|
-
|
12,386
|
12,386
|
|||||||||||||||
Balance at March 31, 2018
|
5,617,459
|
$
|
562
|
$
|
5,006,286
|
$
|
(6,844
|
)
|
$
|
5,000,001
|
||||||||||
Change in value of common stock subject to possible redemption
|
11,679
|
1
|
(459,642
|
)
|
-
|
(459,641
|
)
|
|||||||||||||
Net income
|
-
|
-
|
-
|
459,641
|
459,641
|
|||||||||||||||
Balance at June 30, 2018
|
5,629,138
|
$
|
563
|
$
|
4,546,641
|
$
|
452,797
|
$
|
5,000,001
|
|||||||||||
Change in value of common stock subject to possible redemption
|
8,852
|
1
|
(499,705
|
)
|
(499,704
|
)
|
||||||||||||||
Net income
|
-
|
-
|
-
|
499,704
|
499,704
|
|||||||||||||||
Balance at September 30, 2018
|
5,637,990
|
$
|
564
|
$
|
4,046,936
|
$
|
952,501
|
$
|
5,000,001
|
Nine Months Ended
September 30,
|
||||||||
2019
|
2018
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
1,812,043
|
$
|
971,731
|
||||
Adjustments to reconcile net income to cash used in operating activities:
|
||||||||
Interest earned in Trust Account
|
(3,039,791
|
)
|
(1,728,386
|
)
|
||||
Unrealized gains on marketable securities held in Trust Account
|
(23,305
|
)
|
44,313
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Changes in prepaid expenses and other current assets
|
44,900
|
(140,825
|
)
|
|||||
Changes in accounts payable and accrued expenses
|
9,370
|
104,079
|
||||||
Changes in income taxes payable
|
10,000
|
253,000
|
||||||
Net cash used in operating activities
|
(1,186,783
|
)
|
(496,088
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Cash deposited in Trust Account
|
-
|
(174,225,000
|
)
|
|||||
Interest income released from Trust Account for tax payments
|
767,848
|
-
|
||||||
Net cash provided by (used in) investing activities
|
767,848
|
(174,225,000
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from sale of Units in Public Offering
|
-
|
169,500,000
|
||||||
Proceeds from Sponsor Loan
|
150,000
|
1,725,000
|
||||||
Proceeds from sale of Private Placement Warrants
|
-
|
4,500,000
|
||||||
Note payable borrowings
|
-
|
45,437
|
||||||
Repayment of Note payable borrowings
|
-
|
(250,000
|
)
|
|||||
Advance from Sponsor
|
-
|
74,540
|
||||||
Repayment of Advance from Sponsor
|
-
|
(69,540
|
)
|
|||||
Payment of offering costs
|
-
|
(364,311
|
)
|
|||||
Net cash provided by financing activities
|
150,000
|
175,161,126
|
||||||
Net change in cash
|
(268,935
|
)
|
440,038
|
|||||
Cash at beginning of period
|
325,115
|
5,347
|
||||||
Cash at end of period
|
$
|
56,180
|
$
|
445,385
|
||||
Supplementary cash flow information:
|
||||||||
Cash paid for taxes
|
$
|
502,000
|
$
|
-
|
||||
Non-cash investing and financing activities:
|
||||||||
Deferred underwriting commissions
|
$
|
-
|
$
|
7,350,000
|
||||
Initial value of common shares subject to possible redemption
|
$
|
-
|
$
|
161,033,395
|
||||
Change in value of common shares subject to possible redemption
|
$
|
1,812,042
|
$
|
1,006,775
|
Three months ended,
September 30,
|
Nine months ended,
September 30,
|
|||||||||||||||
2019
|
2018
|
2019
|
2018
|
|||||||||||||
Net income (loss)
|
$
|
406,454
|
$
|
499,704
|
$
|
1,812,043
|
971,731
|
|||||||||
Less: Income attributable to common stock subject to possible redemption
|
(643,594
|
)
|
(589,444
|
)
|
(2,245,187
|
)
|
(1,202,610
|
)
|
||||||||
Net loss available to common shares
|
$
|
(237,140
|
)
|
$
|
(89,740
|
)
|
$
|
(433,144
|
)
|
$
|
(230,879
|
)
|
||||
Basic and diluted weighted average number of shares
|
5,667,754
|
5,629,138
|
5,658,379
|
5,239,246
|
||||||||||||
Basic and diluted loss available to common shares
|
$
|
(0.04
|
)
|
$
|
(0.02
|
)
|
$
|
(0.08
|
)
|
$
|
(0.04
|
)
|
September 30,
2019
|
Quoted
Prices
in Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Investments in United States treasury obligations held in Trust Account
|
$
|
178,513,131
|
$
|
178,513,131
|
$
|
-
|
$
|
-
|
||||||||
Total
|
$
|
178,513,131
|
$
|
178,513,131
|
$
|
-
|
$
|
-
|
December
31,
2018
|
Quoted
Prices
in Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Investments in United States treasury obligations held in Trust Account
|
$
|
176,444,135
|
$
|
176,444,135
|
$
|
-
|
$
|
-
|
||||||||
Total
|
$
|
176,444,135
|
$
|
176,444,135
|
$
|
-
|
$
|
-
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and
|
• |
if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on
which the Company sends the notice of redemption to the warrant holders.
|
☐ |
may significantly dilute the equity interest of investors in the Public Offering;
|
☐ |
may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;
|
☐ |
could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and
could result in the resignation or removal of our present officers and directors;
|
☐ |
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and
|
☐ |
may adversely affect prevailing market prices for our units, common stock and/or warrants. Similarly, if we issue debt securities, it could result in:
|
☐ |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
☐ |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
|
☐ |
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
|
☐ |
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
|
☐ |
our inability to pay dividends on our common stock;
|
☐ |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make
capital expenditures and acquisitions, and fund other general corporate purposes;
|
☐ |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
☐ |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
☐ |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
|
Exhibit
Number
|
Description
|
|
Promissory Note (1)
|
||
Certification of the Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act
of 2002.
|
||
Certification of the Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act
of 2002.
|
||
Certification of the Principal Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
||
Certification of the Principal Financial Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Furnished herewith
|
(1) |
Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 30, 2019.
|
TIBERIUS ACQUISITION CORPORATION
|
|
Dated: November 12, 2019
|
/s/ Michael T. Gray
|
Name: Michael T. Gray
|
|
Title: Chief Executive Officer
|
|
(Principal Executive Officer)
|
Dated: November 12, 2019
|
/s/ Bryce Quin
|
Name: Bryce Quin
|
|
Title: Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Date: November 12, 2019
|
By:
|
/s/ Michael T. Gray
|
Michael T. Gray
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
Date: November 12, 2019
|
By:
|
/s/ Bryce Quin
|
Bryce Quin
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
Date: November 12, 2019
|
By:
|
/s/ Michael T. Gray
|
Michael T. Gray
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
Date: November 12, 2019
|
By:
|
/s/ Bryce Quin
|
Bryce Quin
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT (Details) |
9 Months Ended |
---|---|
Sep. 30, 2019
USD ($)
| |
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT [Abstract] | |
Amount placed in Trust Account upon closing | $ 174,225,000 |
Cash and money market mutual funds in Trust Account | 226,496 |
Investments in United States treasury obligations held in Trust Account | $ 178,513,131 |
Maximum maturity period of US Treasury obligation | 180 days |
SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Sep. 30, 2019 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Except as described below, the Company did not identify subsequent events that would have required adjustment or disclosure in the condensed financial statements other than the following. On October 10, 2019, the Company entered into the Business Combination Agreement (the “Business Combination Agreement”) with the Sponsor, in the capacity as the representative from and after the closing of the Business Combination (as defined below) (the “Closing”) for the stockholders of the Company (other than the Sellers (as defined below)) (the “Purchaser Representative”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (“IGI”), and Wasef Jabsheh (“Jabsheh”), in the capacity as the representative (the “Seller Representative”) for the holders of IGI’s outstanding ordinary shares that execute and deliver Exchange Agreements (as defined below) in connection with the Business Combination (the “Sellers”), to which a newly-formed Bermuda exempted company (“Pubco”) and its newly-formed wholly-owned subsidiary organized in Delaware (“Merger Sub”) are to become parties thereto pursuant to joinder agreements entered into after the date thereof. In connection with the Business Combination Agreement, on October 10, 2019, certain shareholders of IGI holding approximately 91.4% of the issued and outstanding capital shares of IGI entered into Share Exchange Agreements with IGI, Tiberius and the Seller Representative, pursuant to which Pubco will become a party thereafter upon execution of a joinder thereto (each, an “Exchange Agreement”), and other shareholders of IGI may enter into Exchange Agreements after the date of the Business Combination Agreement and prior to the Closing. Pursuant to the Business Combination Agreement and the Exchange Agreements, subject to the terms and conditions set forth therein, at the Closing (a) the Company will merge with and into Merger Sub, with the Company continuing as the surviving entity (the “Merger”), and with all holders of the Company’s securities receiving substantially identical securities of Pubco, and (b) Pubco will acquire all or substantially all of the issued and outstanding ordinary shares of IGI (the “Purchased Shares”) from the Sellers in exchange for a mix of cash and ordinary shares of Pubco, with IGI becoming a subsidiary of Pubco (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). The total consideration to be paid by Pubco to the Sellers for the Purchased Shares (the “Transaction Consideration”) will be equal to (i) the sum of (the “Adjusted Book Value”) (A) the total consolidated book equity value of IGI and its subsidiaries as of the most recent month end of IGI prior to the Closing (the “Book Value”), plus (B) the amount of IGI’s out-of-pocket transaction expenses which reduced the Book Value from what it would have been if such expenses had not been incurred, multiplied by (ii) 1.22, and multiplied by (iii) a fraction equal to (A) the total number of Purchased Shares divided by (B) the total number of issued and outstanding IGI ordinary shares as of the Closing. $80,000,000 of the Transaction Consideration will be paid in cash (the “Cash Consideration”), with each Purchased Share acquired for cash paid based on a value equal to two times Adjusted Book Value per share. The Purchased Shares paid with the Cash Consideration will be allocated among the Sellers based on an agreed upon formula, with Jabsheh receiving $65,000,000 of the Cash Consideration, Jabsheh’s family members receiving no Cash Consideration and the remaining Sellers receiving the remaining $15,000,000 pro rata based on the Purchased Shares owned by each such remaining Seller. The remaining Transaction Consideration will be paid by Pubco to the Sellers by delivery of newly issued ordinary shares of Pubco (the “Exchange Shares”) equal in value to the Transaction Consideration less the Cash Consideration (the “Equity Consideration”), with each Exchange Share valued at the price per share (the “Redemption Price”) at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial business combination, as required by its amended and restated certificate of incorporation and the Company’s initial public offering prospectus . The Exchange Shares will be allocated among the Sellers pro rata based on the total number of Purchased Shares held by them after deducting the number of Purchased Shares paid for with the Cash Consideration. A number of Exchange Shares otherwise issuable to the Sellers at the Closing equal to 2.5% of the Transaction Consideration (the “Escrow Shares”) will be set aside in escrow and delivered to Continental Stock Transfer & Trust Company (or such other escrow agent reasonably acceptable to the Company and IGI), as escrow agent , at the Closing, with such Escrow Shares, and any dividends, distributions or other earnings thereon, to be used as the sole source of remedy available to Pubco for any post-closing Transaction Consideration negative adjustments. The Escrow Shares will be allocated among the Sellers pro rata based on the number of Exchange Shares received by each Seller, and while held in escrow, each Seller will have voting rights on the Escrow Shares based on such allocation. The Transaction Consideration to be paid by Pubco at the Closing will be based off of an estimate of the most current month-end Adjusted Book Value at the Closing and subject to a post-Closing true-up. If the true-up results in a decrease in the Transaction Consideration, such true-up will be paid to Pubco by delivery of the Escrow Shares (which will be effectively cancelled by Pubco) and other escrow property based on a price per share equal to the Redemption Price. If the true-up results in an increase in the Transaction Consideration, such true-up will be paid by Pubco by delivery of additional Exchange Shares based on a price per share equal to the Redemption Price (and without a cap on the number of additional Exchange Shares to be issued). Upon the final determination of the true-up, any remaining Escrow Shares or other escrow property will be delivered to the Sellers. Simultaneously with the execution of the Business Combination Agreement on October 10, 2019, Tiberius entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”), pursuant to which Tiberius agreed to issue and sell to the PIPE Investors an aggregate of $23,611,809 of Tiberius common stock at $10.20 per share immediately prior to, and subject to, the Closing, which will become Pubco common shares in the Merger. The Subscription Agreement investment is conditioned on the concurrent Closing and other customary closing conditions. The PIPE Investors were also given registration rights in the Subscription Agreements pursuant to which Pubco, as the successor to Tiberius will be required to file a resale registration statement for the shares issued to the PIPE Investors within 30 days after the Closing and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof. Each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Tiberius’ trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). The proceeds from the Subscription Agreement investment will be used to fund a portion of the cash consideration for the Business Combination, the transaction expenses and other liabilities of Tiberius and otherwise provide working capital and funds for corporate purposes to Pubco after the Closing. Simultaneously with the execution of the Business Combination Agreement on October 10, 2019, Tiberius entered into subscription agreements (each, a “Backstop Subscription Agreement”) with Tiberius’ directors and officers Michael Gray and Andrew Poole and their related company the Gray Insurance Company (collectively, the “Backstop Investors”), pursuant to which Tiberius agreed to issue and sell to the PIPE Investors up to an aggregate of $20,000,000 of Tiberius common stock at $10.20 per share immediately prior to, and subject to, the Closing, which will become Pubco common shares in the Merger, if and solely to the extent that the Minimum Cash Condition would otherwise not be met without their purchase (and prior to giving effect to any payment in Pubco common shares in lieu of cash under the Underwriting Agreement amendment as described below). The Backstop Subscription Agreement investment is conditioned on the concurrent Closing and other customary closing conditions. The Backstop Investors were also given registration rights in the Backstop Subscription Agreements pursuant to which Pubco, as the successor to Tiberius will be required to file a resale registration statement for the shares issued to the Backstop Investors within 30 days after the Closing and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof. Each Backstop Investor agreed in the Backstop Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Tiberius’ trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). The proceeds from the Backstop Subscription Agreement investment will be used to fund a portion of the cash consideration for the Business Combination, the transaction expenses and other liabilities of Tiberius and otherwise provide working capital and funds for corporate purposes to Pubco after the Closing. Simultaneously with the execution of the Business Combination Agreement on October 10, 2019, Tiberius entered into a Waiver Agreement (the “Waiver Agreement”) with its existing shareholder Weiss Multi-Strategy Advisers LLC (“Weiss”), pursuant to which Weiss agreed to waive any redemption rights that it might have with respect to the 1,327,700 shares of Tiberius common stock that it owns with respect to the Business Combination, and not to transfer, grant any proxies or powers of attorney or incur any liens with respect to, any such shares prior to the Closing. The Waiver Agreement will automatically terminate pursuant to its terms upon a termination of the Business Combination Agreement. The Waiver Agreement will help to ensure that Tiberius retains sufficient funds in its trust account to meet the Minimum Cash Condition. Simultaneously with the execution of the Business Combination Agreement on October 10, 2019, Tiberius and Cantor Fitzgerald & Co. (“Cantor”) entered into an amendment (the “Underwriting Agreement Amendment”) to the Underwriting Agreement, dated as March 15, 2018 (the “Underwriting Agreement”), by and between Tiberius, Cantor and the other underwriters named therein. Pursuant to the Underwriting Agreement Amendment, Cantor agreed to accept payment of the deferred underwriting commission payable to Cantor under Section 1.3 of the Underwriting Agreement in Pubco common shares (the “Deferred Commission Shares”), valued at $10.20 per Pubco common share, if and solely to the extent that Tiberius would otherwise not meet the Minimum Cash Condition (treating such issuance of Deferred Commission Shares to Cantor as an equity financing for purposes thereof) after giving effect to any Backstop Subscription Agreements. The payment in Deferred Commission Shares under the Underwriting Agreement Amendment is conditioned on the concurrent Closing and other customary closing conditions consistent with the conditions under the Subscription Agreements. Cantor was also given registration rights with respect to any Deferred Commission Shares pursuant to which Pubco, as the successor to Tiberius will be required to file a resale registration statement for the Deferred Commission Shares issued to Cantor within 30 days after the Closing and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof. The proceeds from the issuance of the Deferred Commission Shares instead of the cash payment required under the Underwriting Agreement will be used to fund a portion of the cash consideration for the Business Combination, the transaction expenses and other liabilities of Tiberius and otherwise provide working capital and funds for corporate purposes to Pubco after the Closing. Simultaneously with the execution of the Business Combination Agreement on October 10, 2019, Tiberius entered into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”) with Church Mutual Insurance Company (“Church”), pursuant to which Tiberius agreed to purchase from Church and Church agreed to sell to Tiberius, simultaneously with and subject to the Closing (but after giving effect to the Forward Purchase Contract that was entered into between Tiberius and Church on November 9, 2017 (the “Church Forward Purchase Contract”)), 3,000,000 of the Tiberius warrants owned by Church, with 1,500,000 of such warrants currently owned by Church and 1,500,000 of such warrants to be issued to Church at the Closing pursuant to the Church Forward Purchase Contract (and including in each case any successor Pubco warrants upon the Merger), at $0.75 per warrant, for an aggregate purchase price of $2,250,000. Church agreed that until the Closing or earlier termination of the Warrant Purchase Agreement, it will not transfer any of its Tiberius warrants. Church also confirmed that IGI does not operate in an industry in which Church is prohibited from investing pursuant to the Church’s internal written policies and waived the conditions of the Church Forward Purchase Contract with respect thereto. The Warrant Purchase Agreement will automatically terminate pursuant to its terms upon a termination of the Business Combination Agreement. Church agreed in the Warrant Purchase Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Tiberius’ trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). |
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT |
9 Months Ended |
---|---|
Sep. 30, 2019 | |
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT [Abstract] | |
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT | NOTE 5 — CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT Upon the closing of the Public Offering, the Private Placement, and the Sponsor Loan, $174,225,000 was placed in the Trust Account. At September 30, 2019, the Company’s Trust Account consisted of $226,496 of cash and money market mutual funds and $178,513,131 in United States treasury obligations with maturities of one hundred and eighty (180) days or less. |
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Sep. 30, 2019 |
Dec. 31, 2018 |
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LIABILITIES AND STOCKHOLDERS' EQUITY: | ||
Common stock subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares (in shares) | 15,871,770 | 15,914,128 |
Common stock, redemption value (in dollars per share) | $ 10.36 | $ 10.22 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 5,690,730 | 5,648,372 |
Common stock, shares outstanding (in shares) | 5,690,730 | 5,648,372 |
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) |
3 Months Ended |
---|---|
Mar. 31, 2018
shares
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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract] | |
Private placement warrants sold (in shares) | 4,500,000 |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
---|---|
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Underwriting Agreement The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Public Offering, excluding any amounts raised pursuant to the over-allotment option, or $3,000,000. In addition, the Underwriter is entitled to an aggregate deferred underwriting discount of $7,350,000 consisting of (i) four percent (4%) of the gross proceeds of the Public Offering, excluding any amounts raised pursuant to the over-allotment option, and (ii) six percent (6%) of the gross proceeds of the Units sold in the Public Offering pursuant to the over-allotment option. The Deferred Discount will be waived by the underwriters if the Company fails to complete a Business Combination and liquidates. Registration Rights Pursuant to a registration rights agreement entered into on March 15, 2018, the holders of the Company’s Founder Shares, holders of the Placement Warrants and holders of any warrants issued to the sponsor on conversion of the Sponsor’s loan at its discretion (and any shares of common stock issuable upon the exercise of such warrants, respectively) are entitled to registration rights. The Company’s Sponsor, holders of the Placement Warrants and holders of any warrants issued to the Sponsor on conversion of the Sponsor’s loan at its discretion (and any shares of common stock issuable upon the exercise of such warrants, respectively) are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not provide for any cash penalties or additional penalties associated with any delays in registering the securities. Forward Purchase Contracts An anchor investor has committed, pursuant to a forward purchase contract with the Company, to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of its initial Business Combination, 1,500,000 of the Company’s units at $10.00 per unit, and 300,000 shares of Common Stock (which will have the same terms as the Founder Shares described herein, except that they shall be for no additional consideration). The funds from the sale of units will be used as part of the consideration to the sellers in the initial Business Combination or for the combined company’s working capital needs. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial Business Combination or future working capital needs. Co-anchor investors have also committed, pursuant to forward purchase contracts with the Company, to purchase, in a private placement for gross proceeds of $10,000,000 to occur concurrently with the consummation of its initial Business Combination, 1,000,000 shares of Common Stock at a purchase price of $10.00 per share and 100,000 additional shares of Common Stock; these additional shares shall have the same terms as the Founder Shares, except that they shall be for no additional consideration. The funds from the sale of such shares will be used as part of the consideration to the sellers in the initial Business Combination or for the combined company’s working capital needs. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial Business Combination or future working capital needs. |
RELATED PARTY TRANSACTIONS |
9 Months Ended |
---|---|
Sep. 30, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4— RELATED PARTY TRANSACTIONS Founder Shares In December 2015, the Sponsor purchased 4,312,500 shares of common stock (the ‘‘Founder Shares’’) for $25,000, or approximately $0.006 per share. In December 2017, the Sponsor transferred 15,000 Founder Shares to each of the Company’s independent director nominees. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As a result of the underwriters’ over-allotment exercise in full, no shares are currently subject to forfeiture. The Company’s initial stockholders’ have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the ‘‘Lock Up Period’’). If subsequent to the Company’s initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities, or other property, the Founder Shares will be released from the lock-up. Placement Warrants The Sponsor purchased from the Company an aggregate of 4,500,000 warrants at a price of $1.00 per warrant (a purchase price of $4,500,000), in the Private Placement that occurred simultaneously with the completion of the Public Offering. Each Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. The purchase price of the Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s initial Business Combination. The Placement Warrants (including the common stock issuable upon exercise of the Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Related Party Loans The Company’s Sponsor loaned the Company an aggregate of $250,000 against the issuance of an unsecured promissory note (the ‘‘Note’’) to cover expenses related to this Public Offering. This loan was repaid during the quarter ended June 30, 2018. Additionally, the Company’s Sponsor paid, on behalf of the Company, a total of $69,540 for costs related to the Public Offering in excess of the Note, which was repaid out of working capital during the quarter ended September 30, 2018. Our Sponsor has extended a loan to the Company in the amount of $1,725,000, inclusive of $225,000 as a result of the exercise of the underwriter’s over-allotment option, which is non-interest bearing and which will become due upon the completion of a Business Combination. In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to it. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans (including the loan from our Sponsor) may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Placement Warrants discussed above, though the Sponsor loan warrants would be identical to the public warrants, except that they would not be redeemable by the Company and would be exercisable on a cashless basis. Other than the currently existing loan from our Sponsor, the terms of such loans by the Company’s Sponsor, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. In August 2019, we issued an unsecured promissory note in the amount of $1,000,000 to the Sponsor. As of September 30, 2019, we borrowed $150,000 under such note for working capital purposes. The note bears no interest and is repayable in full upon the earlier of consummation of the Company’s initial business combination and its winding up. The note may be converted into Warrants at a conversion price of $1.00 per Warrant at the Sponsor’s discretion. Each Warrant would be identical to the Placement Warrants discussed above. Commencing March 2018, the Company agreed to pay its Chief Investment Officer $12,500 per month until the earlier of liquidation or the consummation of an initial Business Combination. The Company paid a total of $37,500 and $112,500 during the three and nine months ended September 30, 2019, respectively. The Company paid a total of $37,500 and $75,000 during the three and nine months ended September 30, 2018, respectively. In addition, an amount of $6,250 is included in Accounts payable and accrued expenses as of September 30, 2019. In March 2018, the Company entered into an Administrative Services Agreement pursuant to which it pays its Sponsor, an affiliate of our Executive Chairman and Chief Executive Officer, a total of $10,000 per month for office space, utilities and secretarial support. Upon completion of our initial Business Combination or liquidation, the Company will cease paying these monthly fees. The Company paid a total of $30,000 and $60,000 during the three and nine months ended September 30, 2018, respectively. The Company did not pay any amounts pursuant to this agreement during the three and nine months ended September 30, 2019. As a result of such non-payment, an amount of $95,000 is included in Due to Sponsor as of September 30, 2019. |
FAIR VALUE MEASUREMENTS (Tables) |
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2019 and December 31, 2018 indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The unaudited interim condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (‘‘SEC’’), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2019 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not indicative of results for a full year. The unaudited interim condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 26, 2019, which contains the audited financial statements and notes thereto for such fiscal year. |
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Liquidity | Liquidity As of September 30, 2019, the Company had $56,180 in cash held outside of the Trust Account, $4,459,078 in interest income available from the Company’s investments in the Trust Account to pay its franchise and income taxes payable, and current liabilities of $198,608. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Sponsor has committed to provide up to an aggregate of $1,000,000 in loans to the Company, of which $150,000 has been drawn as of September 30, 2019. Based on the foregoing, the Company expects that it will have sufficient resources to fund its operations until March 20, 2020, its mandatory liquidation date. |
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Loss Per Common Share | Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC 480, common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and nine months ended September 30, 2019 and 2018. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of shares of common stock to be issued to settle warrants, as calculated using the treasury method. For the three and nine months ended September 30, 2019 and 2018, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock, since the exercise of the warrants is contingent on the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows:
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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. |
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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 September 30, 2019 and December 31, 2018. |
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Cash and Marketable Securities held in Trust Account | Cash and Marketable Securities held in Trust Account: The amounts held in the Trust Account represent proceeds from the Public Offering, the Private Placement, the Sponsor Loan, and accumulated earnings thereon totaling $178,739,627, of which $178,513,131 were invested in United States treasury obligations with original maturities of six months or less. The remaining $226,496 of proceeds were held in cash and money market mutual funds. These assets can only be used by the Company in connection with the consummation of an initial Business Combination, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. During the three and nine months ended September 30, 2019, the Company withdrew $285,000 and $767,848 to pay its tax obligations, respectively. |
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Common Stock Subject to Possible Redemption | Common stock subject to possible redemption: The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of events not solely within the Company’s control) is classified as temporary equity and is measured at redemption value. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Bulletin 5A – “Expenses of Offering.” Offering costs were $10,937,331 (including underwriting commission of $3,000,000 and deferred underwriting commissions of $7,350,000), consisting principally of costs incurred in connection with preparation for the Public Offering. These offering costs were charged to additional paid in capital upon closing of the Public Offering. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the balance sheet primarily due to their short term nature. |
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Use of Estimates | Use of Estimates: The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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Income Taxes | Income Taxes: The Company complies with the accounting and reporting requirements of ASC 740, ‘‘Income Taxes,’’ which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no uncertain tax benefits as of September 30, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Under ASC 740, Accounting for Income Taxes, the enactment of H.R. 1, (‘‘Tax Act’’) also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets will be revalued from 35% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. Deferred tax assets and related valuation allowance are deemed to be immaterial for the period ended September 30, 2019 and 2018. The Company will continue to analyze the Tax Act to assess the full effects on its financial results. The effective income tax rate for the three and nine months ended September 30, 2019 was 28% and 22%, respectively. The income tax expense for the three and nine months ended September 30, 2019 differs from the amount that would be expected after applying the statutory income tax rate primarily due to the non-deductibility of transactional costs incurred in connection with the search for potential targets for a Business Combination. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
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Subsequent Events | Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
FAIR VALUE MEASUREMENTS |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | NOTE 6 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2019 and December 31, 2018 indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited interim condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (‘‘SEC’’), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2019 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not indicative of results for a full year. The unaudited interim condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 26, 2019, which contains the audited financial statements and notes thereto for such fiscal year. Liquidity As of September 30, 2019, the Company had $56,180 in cash held outside of the Trust Account, $4,459,078 in interest income available from the Company’s investments in the Trust Account to pay its franchise and income taxes payable, and current liabilities of $198,608. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Sponsor has committed to provide up to an aggregate of $1,000,000 in loans to the Company, of which $150,000 has been drawn as of September 30, 2019. Based on the foregoing, the Company expects that it will have sufficient resources to fund its operations until March 20, 2020, its mandatory liquidation date. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC 480, common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and nine months ended September 30, 2019 and 2018. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of shares of common stock to be issued to settle warrants, as calculated using the treasury method. For the three and nine months ended September 30, 2019 and 2018, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock, since the exercise of the warrants is contingent on the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows:
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. 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 September 30, 2019 and December 31, 2018. Cash and Marketable Securities held in Trust Account: The amounts held in the Trust Account represent proceeds from the Public Offering, the Private Placement, the Sponsor Loan, and accumulated earnings thereon totaling $178,739,627, of which $178,513,131 were invested in United States treasury obligations with original maturities of six months or less. The remaining $226,496 of proceeds were held in cash and money market mutual funds. These assets can only be used by the Company in connection with the consummation of an initial Business Combination, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. During the three and nine months ended September 30, 2019, the Company withdrew $285,000 and $767,848 to pay its tax obligations, respectively. Common stock subject to possible redemption: The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of events not solely within the Company’s control) is classified as temporary equity and is measured at redemption value. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Bulletin 5A – “Expenses of Offering.” Offering costs were $10,937,331 (including underwriting commission of $3,000,000 and deferred underwriting commissions of $7,350,000), consisting principally of costs incurred in connection with preparation for the Public Offering. These offering costs were charged to additional paid in capital upon closing of the Public Offering. Fair Value of Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the balance sheet primarily due to their short term nature. Use of Estimates: The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes: The Company complies with the accounting and reporting requirements of ASC 740, ‘‘Income Taxes,’’ which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no uncertain tax benefits as of September 30, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Under ASC 740, Accounting for Income Taxes, the enactment of H.R. 1, (‘‘Tax Act’’) also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets will be revalued from 35% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. Deferred tax assets and related valuation allowance are deemed to be immaterial for the period ended September 30, 2019 and 2018. The Company will continue to analyze the Tax Act to assess the full effects on its financial results. The effective income tax rate for the three and nine months ended September 30, 2019 was 28% and 22%, respectively. The income tax expense for the three and nine months ended September 30, 2019 differs from the amount that would be expected after applying the statutory income tax rate primarily due to the non-deductibility of transactional costs incurred in connection with the search for potential targets for a Business Combination. Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | |||||||
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Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
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CONDENSED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | |||||||||
General and administrative expenses | $ (333,527) | $ (181,591) | $ (739,053) | $ (459,342) | |||||
Loss from operations | (333,527) | (181,591) | (739,053) | (459,342) | |||||
Interest income | 968,144 | 867,843 | 3,039,791 | 1,728,386 | |||||
Unrealized (loss) gain on marketable securities | (66,163) | (54,048) | 23,305 | (44,313) | |||||
Other income, net | 901,981 | 813,795 | 3,063,096 | 1,684,073 | |||||
Net income before taxes | 568,454 | 632,204 | 2,324,043 | 1,224,731 | |||||
Provision for income taxes | 162,000 | 132,500 | 512,000 | 253,000 | |||||
Net income | $ 406,454 | $ 499,704 | $ 1,812,043 | $ 971,731 | |||||
Weighted average number of shares outstanding: | |||||||||
Basic and diluted (in shares) | [1] | 5,667,754 | 5,629,138 | 5,658,379 | 5,239,246 | ||||
Loss available to common shares: | |||||||||
Basic and diluted (in dollars per share) | [2] | $ (0.04) | $ (0.02) | $ (0.08) | $ (0.04) | ||||
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