View Filing Data

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2018	Aug. 03, 2018
Document And Entity Information
Entity Registrant Name	Big Rock Partners Acquisition Corp.
Entity Central Index Key	0001719406
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,035,500
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

BALANCE SHEET - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets
Cash	$ 139,613	$ 449,374
Prepaid expenses and other current assets	76,433	87,002
Total Current Assets	216,046	536,376
Marketable securities held in Trust Account	69,482,930	69,029,443
Total Assets	69,698,976	69,565,819
Current liabilities
Accounts payable and accrued expenses	204,386	85,671
Income tax payable	13,063	0
Accrued offering costs	0	7,500
Total Current Liabilities	217,449	93,171
Commitments
Common stock subject to possible redemption, 6,412,916 and 6,444,515 shares at redemption value as of June 30, 2018 and December 31, 2017, respectively	64,481,518	64,472,647
Stockholders' Equity
Preferred stock, $0.001 par value; 1,000,000 authorized, none issued and outstanding	0	0
Common stock, $0.001 par value; 100,000,000 shares authorized; 2,622,584 and 2,590,985 shares issued and outstanding (excluding 6,412,916 and 6,444,515 shares subject to possible redemption) as of June 30, 2018 and December 31, 2017, respectively	2,623	2,591
Additional paid-in capital	5,093,540	5,102,443
Accumulated deficit	(96,154)	(105,033)
Total Stockholders' Equity	5,000,009	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 69,698,976	$ 69,565,819

BALANCE SHEET (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	6,412,916	6,444,515
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	2,622,584	2,590,985
Common stock, outstanding	2,622,584	2,590,985
Shares subject to redemption	6,412,916	6,444,515

STATEMENT OF OPERATIONS - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2018

Income Statement [Abstract]

Operating costs

$ 271,810

$ 464,184

Loss from operations

(271,810)

(464,184)

Other income:

Interest income

272,482

486,051

Unrealized loss on marketable securities held in Trust Account

1,674

Other income

274,156

486,126

Income before provision for income taxes

2,346

21,942

Provision for income taxes

(8,948)

(13,063)

Net (Loss) Income

$ (6,602)

$ 8,879

Weighted average shares outstanding, basic and diluted

^[1]

2,605,782

2,598,424

Basic and diluted net loss per common share

^[2]

$ (0.06)

$ (0.13)

[1]	Excludes an aggregate of up to 6,412,916 shares subject to possible redemption at June 30, 2018.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to possible redemption of $158,321 and $355,325, respectively, for the three and six months ended June 30, 2018 (see Note 3).

STATEMENT OF CASH FLOWS	6 Months Ended
STATEMENT OF CASH FLOWS	Jun. 30, 2018 USD ($)
Cash Flows from Operating Activities:
Net income	$ 8,879
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(486,051)
Unrealized loss on marketable securities held in Trust Account	(75)
Changes in operating assets and liabilities:
Prepaid expenses	10,569
Accounts payable and accrued expenses	118,715
Income tax payable	13,063
Net cash used in operating activities	(334,900)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account	32,639
Net cash provided by investing activities	32,639
Cash Flows from Financing Activities:
Payment of offering costs	(7,500)
Net cash used in financing activities	(7,500)
Net Change in Cash	(309,761)
Cash – Beginning	449,374
Cash – Ending	139,613
Non-cash investing and financing activities:
Change in value of common stock subject to possible redemption	$ 8,871

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

Jun. 30, 2018

Description Of Organization And Business Operations

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Big Rock Partners Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 18, 2017. The Company was formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction, one or more operating businesses or entities that the Company has not yet identified (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company is focusing on businesses in the senior housing and care industry in the United States.

All activity through June 30, 2018 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) of 6,900,000 units (the “Units”), the simultaneous sale of 272,500 units (the “Private Placement Units”) in a private placement to Big Rock Partners Sponsor, LLC (the “Sponsor”), and the Company’s search for a target business with which to complete a Business Combination.

The Company will have until November 22, 2018 to complete a Business Combination. If the Company anticipates that it may not be able to consummate a Business Combination by November 22, 2018, the Company may 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) (the “Combination Period”). Pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 20, 2017, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $690,000 ($0.10 per share) for each three month extension, up to an aggregate of $1,380,000, or $0.20 per share, if the Company extends for the full six months, on or prior to the date of the applicable deadline. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

LIQUIDITY

6 Months Ended

Jun. 30, 2018

Liquidity

LIQUIDITY

As of June 30, 2018, the Company had $139,613 in its operating bank accounts, $69,482,930 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or convert stock in connection therewith and a working capital deficit of $77,836. As of June 30, 2018, approximately $483,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. To date the Company has withdrawn approximately $33,000 of interest from the Trust Account in order to pay the Company’s taxes.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting target businesses to acquire, and structuring, negotiating and consummating the Business Combination.

On July 30, 2018, an affiliate of the Sponsor committed to provide an aggregate of $200,000 in loans to the Company in order to finance transaction costs in connection with a Business Combination (see Note 8). To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. The loans may also be convertible into units at a price of $10.00 per unit. The units would be identical to the Private Placement Units. There are no amounts currently outstanding.

The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. Other than as described above, the Company’s officers and directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

The Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of public shares upon completion of a Business Combination, in which case the Company may issue additional securities to incur debt in the connection with such Business Combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Even if the Company can obtain sufficient financing or raise additional capital, it only has until November 22, 2018 (or May 22, 2019, if extended) to consummate an acquisition. There is no assurance that the Company will be able to do so prior to November 22, 2018 (or May 22, 2019, if extended).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2018

Summary Of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 23, 2018, which contains the audited financial statements and notes thereto. The interim results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates.

Marketable securities held in Trust Account

At June 30, 2018 and December 31, 2017, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the six months ended June 30, 2018, the Company withdrew $32,639 of interest income to pay its franchise tax obligations.

Net loss per common share

Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 3,586,250 shares of common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 717,250 shares of common stock and (3) 600,000 shares of common stock, warrants to purchase 300,000 shares of common stock and rights that convert into 60,000 shares of common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants, the conversion of the rights into shares of common stock and the exercise of the unit purchase option is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Reconciliation of net loss per common share

The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows:

	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Net (loss) income	$	(6,602	)	$	8,879
Less: Income attributable to common stock subject to redemption		(158,321	)		(355,325	)
Adjusted net loss	$	(164,923	)	$	(346,446	)

Weighted average shares outstanding, basic and diluted		2,605,782			2,598,424

Basic and diluted net loss per common share	$	(0.06	)	$	(0.13	)

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2018

RELATED PARTY TRANSACTIONS

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on November 20, 2017 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the three and six months ended June 30, 2018, the Company incurred $30,000 and $60,000 in fees for these services, of which $5,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheet.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2018

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on November 20, 2017, the holders of the Company’s common stock prior to the Initial Public Offering (the “Founder Shares”), Private Placement Units (and their underlying securities), the shares issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) at the closing of the Initial Public Offering (the “Representative Shares”) and any Units that may be issued upon conversion of the working capital loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. The holders of the majority of the Founder’s Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Units or Units issued to the Sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (in each case, including the underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Notwithstanding anything to the contrary, EarlyBirdCapital and its designees may participate in a “piggy-back” registration during the seven year period beginning on the effective date of the registration statement. However, the registration rights agreement will provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss a potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with a Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.0% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). If a Business Combination is not consummated for any reason, no fee will be due or payable.

Business Combination Advisory Agreement

The Company has engaged an advisor to assist the Company in obtaining commitments for a proposed financing in connection with a Business Combination. The Company will pay the advisor a cash fee for such services upon the consummation of a Business Combination consisting of either a structuring fee of $750,000 or an advisory fee equal to the greater of (i) 2.0% of the acquisition value (as defined in the agreement) or (ii) $1,500,000. In addition, the Company will pay a contingent cash placement fee with respect to commitments obtained for any financings, as defined in the agreement. If a Business Combination is not consummated for any reason, no fee will be due or payable.

Finder's Agreement

The Company has engaged EarlyBirdCapital to assist the Company in identifying a potential target for a Business Combination and to assist the Company in the course of its negotiation of a transaction with a potential target. The Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration (as defined in the finder's agreement) for such services upon the consummation of a Business Combination. If a Business Combination is not consummated for any reason, no fee will be due or payable.

STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2018

Stockholders' Equity

STOCKHOLDERS' EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At June 30, 2018 and December 31, 2017, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2018 and December 31, 2017, there were 2,622,584 and 2,590,985 shares of common stock issued and outstanding, excluding 6,412,916 and 6,444,515 shares of common stock subject to possible redemption, respectively.

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2018

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The Company follows the guidance in Accounting Standards Codification (“ASC”) 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		June 30, 2018		December 31, 2017
Assets:
Marketable securities held in Trust Account		1	$	69,482,930	$	69,029,443

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On July 30, 2018, an affiliate of the Sponsor committed to provide an aggregate of $200,000 in loans to the Company in order to finance transaction costs in connection with a Business Combination. To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. The loans may also be convertible into units at a price of $10.00 per unit. The units would be identical to the Private Placement Units. There are no amounts currently outstanding.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2018

Summary Of Significant Accounting Policies Policies Abstract

Basis of presentation

Use of estimates

Marketable securities held in Trust Account

Net loss per common share

Reconciliation of net loss per common share

	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Net (loss) income	$	(6,602	)	$	8,879
Less: Income attributable to common stock subject to redemption		(158,321	)		(355,325	)
Adjusted net loss	$	(164,923	)	$	(346,446	)

Weighted average shares outstanding, basic and diluted		2,605,782			2,598,424

Basic and diluted net loss per common share	$	(0.06	)	$	(0.13	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2018

Summary Of Significant Accounting Policies Tables Abstract

Reconciliation of net loss per common share

	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Net (loss) income	$	(6,602	)	$	8,879
Less: Income attributable to common stock subject to redemption		(158,321	)		(355,325	)
Adjusted net loss	$	(164,923	)	$	(346,446	)

Weighted average shares outstanding, basic and diluted		2,605,782			2,598,424

Basic and diluted net loss per common share	$	(0.06	)	$	(0.13	)

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2018

Fair Value Measurements Tables Abstract

Fair value hierarchy

Description	Level		June 30, 2018		December 31, 2017
Assets:
Marketable securities held in Trust Account		1	$	69,482,930	$	69,029,443

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)	6 Months Ended
	Jun. 30, 2018
Description Of Organization And Business Operations Details Narrative Abstract
State of incorporation	Delaware
Date of incorporation	Sep. 18, 2017

LIQUIDITY (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Liquidity Details Narrative Abstract
Cash	$ 139,613	$ 449,374
Marketable securities held in Trust Account	$ 69,482,930	$ 69,029,443

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2018

Summary Of Significant Accounting Policies Details Abstract

Net (loss) income

$ (6,602)

$ 8,879

Less: Income attributable to common stock subject to redemption

(158,321)

(355,325)

Adjusted net loss

$ (164,923)

$ (346,446)

Weighted average shares outstanding, basic and diluted

^[1]

2,605,782

2,598,424

Basic and diluted net loss per common share

^[2]

$ (0.06)

$ (0.13)

[1]	Excludes an aggregate of up to 6,412,916 shares subject to possible redemption at June 30, 2018.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to possible redemption of $158,321 and $355,325, respectively, for the three and six months ended June 30, 2018 (see Note 3).

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	6 Months Ended
	Jun. 30, 2018 USD ($)
Summary Of Significant Accounting Policies Details Narrative Abstract
Cash withdrawn from Trust Account	$ 32,639

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Related Party Transactions
Office space, utilities and administrative support expense	$ 30,000	$ 60,000

STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	2,622,584	2,590,985
Common stock, outstanding	2,622,584	2,590,985
Shares subject to redemption	6,412,916	6,444,515

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Marketable securities held in Trust Account	$ 69,482,930	$ 69,029,443
Level 1
Marketable securities held in Trust Account	$ 69,482,930	$ 69,029,443