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Big Rock Partners Acquisition Corp. (the “Company”) is a newly organized 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 intends to focus on businesses in the senior housing and care industry in the United States.   At December 31, 2017, the Company had not yet commenced operations. All activity through December 31, 2017 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target business with which to complete a Business Combination.   The registration statements for the Company’s Initial Public Offering were declared effective on November 20, 2017. On November 22, 2017, the Company consummated the Initial Public Offering of 6,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $60,000,000, which is described in Note 3. Each Unit consists of one share of common stock, one right (“Public Right”) and one-half of one warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one share of common stock upon consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per whole share.   Simultaneously with the Initial Public Offering, the Company consummated the sale of 250,000 units (the “Private Placement Units”) at a price of $10.00 per Unit in a private placement to Big Rock Partners Sponsor, LLC (the “Sponsor”), generating gross proceeds of $2,500,000, which is described in Note 4.   Following the closing of the Initial Public Offering, an amount of $60,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.   On November 29, 2017, in connection with the underwriters’ exercise of their over-allotment option in full, the Company consummated the sale of an additional 900,000 Units, and the sale of an additional 22,500 Private Placement Units at $10.00 per unit, generating total gross proceeds of $9,225,000. A total of $9,000,000 of the net proceeds were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $69,000,000.   At the closing of the Initial Public Offering, the Company issued EarlyBirdCapital and its designees 120,000 shares of common stock (the “Representative Shares”). On November 29, 2017, the Company issued an additional 18,000 Representative Shares for no consideration (see Note 7).   Transaction costs amounted to $2,172,419, consisting of $1,725,000 of underwriting fees and $447,419 of Initial Public Offering costs. In addition, at December 31, 2017, $449,374 of cash was held outside of the Trust Account and is available for working capital purposes.   The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.   The Company will provide its stockholders with the opportunity to redeem all or a portion of their shares included in the Units sold in the Initial Public Offering (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.   The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed (a) to vote their Founder’s Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares held by them in favor of approving a Business Combination and (b) not to convert any Founder’s Shares, Placement Shares and any Public Shares held by them in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.   The Company will have until 12 months from the closing of the Initial Public Offering to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, 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 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), 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, for each three month extension. 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.   If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering.    The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares, Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder’s Shares and Placement Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.   In order to protect the amounts held in the Trust Account, A/Z Property Partners, LLC (“AZ Property Partners”), an entity majority owned and controlled by Richard Ackerman, the Company’s Chairman, President and Chief Executive Officer, has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. Additionally, the agreement entered into by AZ Property Partners specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that A/Z Property Partners will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of presentation   The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.   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, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.   Use of estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.   Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates.   Cash and cash equivalents   The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2017.   Marketable securities held in Trust Account   At December 31, 2017, the assets held in the Trust Account were held in U.S. Treasury Bills.   Common stock subject to possible redemption   The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (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 uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2017, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.   Offering costs   Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $2,172,419 were charged to stockholders’ equity upon the completion of the Initial Public Offering.   Income taxes   The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.   ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.    The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.   On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform.   Net loss per common share   The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per 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 December 31, 2017, 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 common share is the same as basic income per common share for the periods.    Reconciliation of net loss per common share   The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-size: 8pt; font-weight: bold"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">For the Period from September 18, 2017 (inception) through December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; font-size: 8pt; text-align: justify">Net loss</td><td style="width: 10%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 18%; font-size: 8pt; text-align: right">(105,033</td><td style="width: 1%; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Less: Income attributable to common stock subject to redemption</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(5,845</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Adjusted net loss</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(110,878</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Weighted average shares outstanding, basic and diluted</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">1,888,881</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Basic and diluted net loss per common share</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(0.06</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr> </table>   Concentration of credit risk   Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.   Fair value of financial instruments   The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.   Recently issued accounting standards   Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Pursuant to the Initial Public Offering, the Company sold 6,900,000 units at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option of 900,000 Units at $10.00 per Unit. Each Unit consists of one share of common stock, one Public Right and one Public Warrant. Each Public Right will convert into one-tenth (1/10) of one share of common stock upon consummation of a Business Combination (see Note 7). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per whole share (see Note 7). Simultaneously with the Initial Public Offering, the Sponsor purchased 250,000 Private Placement Units, at $10.00 per Private Placement Unit, for an aggregate purchase price of $2,500,000. On November 29, 2017, the Company consummated the sale of an additional 22,500 Private Placement Units at a price of $10.00 per unit, which were purchased by the Sponsor, generating gross proceeds of $225,000. Each Private Placement Unit consists of one share of common stock (“Placement Share”), one right (“Placement Right”) and one-half of one warrant (each, a “Placement Warrant”), each whole Placement Warrant exercisable to purchase one share of common stock at an exercise price of $11.50. The proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Rights and the Placement Warrants will expire worthless.   The Private Placement Units are identical to the Units sold in the Initial Public Offering except that the Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. In addition, the Private Placement Units and their component securities may not be transferable, assignable or salable until after the consummation of a Business Combination, subject to certain limited exceptions. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Founder Shares   In September 2017, the Company issued an aggregate of 1,437,500 shares of common stock to the Sponsor (“Founder’s Shares”) for an aggregate purchase price of $25,000. On November 20, 2017, the Company effectuated a 1.2-for-1 stock dividend of its common stock resulting in an aggregate of 1,725,000 Founder's Shares outstanding. The Founder’s Shares included an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Units and the Representative Shares (as defined in Note 6)). As a result of the underwriters’ election to fully exercise their over-allotment option, 225,000 Founder Shares are no longer subject to forfeiture.   The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder’s Shares until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) with respect to 50% of the Founder Shares, the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.   Promissory Notes – Related Parties   On September 26, 2017, the Company issued to the Sponsor and its Chief Executive Officer, unsecured promissory notes pursuant to which the Company could borrow up to an aggregate amount of $150,000 and $25,000, respectively (the “Promissory Notes”). The Promissory Notes were non-interest bearing and payable on the earlier to occur of (i) December 31, 2018, or (ii) the consummation of the Initial Public Offering. The Promissory Notes were repaid on November 24, 2017.   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 period from September 18, 2017 (inception) through December 31, 2017, the Company incurred $15,000 in fees for these services, of which $5,000 is included in accounts payable and accrued expenses in the accompanying balance sheet.    Related Party Loans   In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into units at a price of $10.00 per unit. The units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the loans will be forgiven. There were no outstanding Working Capital Loans at December 31, 2017.

Registration Rights   Pursuant to a registration rights agreement entered into on November 20, 2017, the holders of the Founder Shares, Private Placement Units (and their underlying securities), Representative Shares (as defined below) 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. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. (“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).

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 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 December 31, 2017, there were 2,590,985 shares of common stock issued and outstanding (excluding 6,444,515 shares of common stock subject to possible redemption), of which 225,000 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full so that the Company’s Initial Stockholders would own 20% of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Units and the Representative Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on November 29, 2017, 225,000 Founder Shares are no longer subject to forfeiture.   Rights — Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).   If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights.   Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of the completion of a Business Combination and November 22, 2018; provided in that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective 90 days following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.   The Company may redeem the Public Warrants:   <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif">●</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">in whole and not in part;</td></tr> </table>   <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif">●</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">at a price of $0.01 per warrant;</td></tr> </table>   <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif">●</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">at any time during the exercise period;</td></tr> </table>   <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif">●</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">upon a minimum of 30 days’ prior written notice of redemption; and</td></tr> </table>   <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif">●</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">if, and only if, the last sale price of the Company’s common stock equals or exceeds $21.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.</td></tr> </table>   <table cellpadding="0" style="width: 100%"> <tr> <td style="vertical-align: top; width: 48px; padding-left: 0.25in; font: 12pt Times New Roman, Times, Serif">●</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.</td></tr> </table>   If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.   The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.   Representative Shares   At the closing of the Initial Public Offering, the Company issued EarlyBirdCapital and its designees 120,000 Representative Shares. On November 29, 2017, the Company issued an additional 18,000 Representative Shares for no consideration. The Company accounted for the Representative Shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company determined the fair value of Representative Shares to be $1,380,000 based upon the offering price of the Units of $10.00 per Unit. The underwriter has agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the underwriter and its designees have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.   The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.   Unit Purchase Option   On November 22, 2017, the Company sold to EarlyBirdCapital, for $100, an option to purchase up to 600,000 Units exercisable at $10.00 per Unit (or an aggregate exercise price of $6,000,000) commencing on the later of November 20, 2018 and the consummation of a Business Combination. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from November 20, 2017. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $2,042,889 (or $3.40 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.05% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the common stock underlying such units, the rights included in such units, the common stock that is issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

The Company’s net deferred tax assets are as follows:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Deferred tax asset</td><td> </td> <td colspan="3" style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; font-size: 8pt; text-align: justify; padding-left: 0.25in">Net operating loss carryforward</td><td style="width: 10%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 18%; font-size: 8pt; text-align: right">21,062</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt; padding-left: 0.25in">Unrealized loss on securities</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">995</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify">Total deferred tax assets</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; text-align: right">22,057</td><td style="font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Valuation allowance</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(22,057</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Deferred tax asset, net of allowance</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">—  </td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr> </table>    The income tax provision (benefit) consists of the following:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Federal</td><td> </td> <td colspan="3" style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify">Current</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: right">$</td> <td style="font-size: 8pt; text-align: right">—  </td> <td style="font-size: 8pt; text-align: right"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 70%; font-size: 8pt; text-align: justify; padding-left: 0.25in">Deferred</td><td style="width: 10%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 18%; font-size: 8pt; text-align: right">(22,057</td><td style="width: 1%; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">State</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-left: 0.25in">Current</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">—  </td><td style="font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-left: 0.25in">Deferred</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; text-align: right">—  </td><td style="font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Change in valuation allowance</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">22,057</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Income tax provision (benefit)</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">—  </td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr> </table>    As of December 31, 2017, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of $100,293 available to offset future taxable income. These NOLs expire beginning in 2034. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations.   In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 18, 2017 (inception) through December 31, 2017, the change in the valuation allowance was $22,057.   A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 8pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: justify">Statutory federal income tax rate</td><td style="width: 10%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 18%; text-align: right">(34.0</td><td style="width: 1%; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify">State taxes, net of federal tax benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Deferred tax rate change</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt">Change in valuation allowance</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">21.0</td><td style="padding-bottom: 1pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 2.5pt">Income tax provision (benefit)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">0.0</td><td style="padding-bottom: 2.5pt; text-align: left">%</td></tr> </table>   The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns for the period from September 18, 2017 (inception) through December 31, 2017 remain open and subject to examination. The Company considers Florida to be a significant state tax jurisdiction.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.   The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 5%"> </td> <td style="width: 7%; text-align: justify">Level 1:</td> <td style="width: 88%; text-align: justify">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.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td> </td> <td style="text-align: justify">Level 2:</td> <td style="text-align: justify">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.</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td> </td> <td style="text-align: justify">Level 3:</td> <td style="text-align: justify">Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.</td></tr> </table>   The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; font-weight: bold; text-align: justify; border-bottom: Black 1pt solid">Description</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; font-size: 8pt; text-align: justify">Marketable securities held in Trust Account</td><td style="width: 8%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 12%; font-size: 8pt; text-align: right">1</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 8%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">69,029,443</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr> </table>

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.   In January 2018, the Company withdrew $23,135 of interest income to pay its franchise tax obligations.

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

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, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2017.

At December 31, 2017, the assets held in the Trust Account were held in U.S. Treasury Bills.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (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 uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2017, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $2,172,419 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.   ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.    The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.   On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform.

The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per 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 December 31, 2017, 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 common share is the same as basic income per common share for the periods.

The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-size: 8pt; font-weight: bold"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">For the Period from September 18, 2017 (inception) through December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; font-size: 8pt; text-align: justify">Net loss</td><td style="width: 10%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 18%; font-size: 8pt; text-align: right">(105,033</td><td style="width: 1%; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Less: Income attributable to common stock subject to redemption</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(5,845</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Adjusted net loss</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(110,878</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Weighted average shares outstanding, basic and diluted</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">1,888,881</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Basic and diluted net loss per common share</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(0.06</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr> </table>

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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.

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-size: 8pt; font-weight: bold"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center">For the Period from September 18, 2017 (inception) through December 31,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; font-size: 8pt; text-align: justify">Net loss</td><td style="width: 10%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 18%; font-size: 8pt; text-align: right">(105,033</td><td style="width: 1%; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Less: Income attributable to common stock subject to redemption</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(5,845</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Adjusted net loss</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(110,878</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Weighted average shares outstanding, basic and diluted</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">1,888,881</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Basic and diluted net loss per common share</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(0.06</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr> </table>

Big Rock Partners Acquisition Corp. 0001719406 10-K 2017-12-31 false --12-31 No No Yes Smaller Reporting Company FY 2017

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Deferred tax asset</td><td> </td> <td colspan="3" style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; font-size: 8pt; text-align: justify; padding-left: 0.25in">Net operating loss carryforward</td><td style="width: 10%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 18%; font-size: 8pt; text-align: right">21,062</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt; padding-left: 0.25in">Unrealized loss on securities</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">995</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify">Total deferred tax assets</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; text-align: right">22,057</td><td style="font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Valuation allowance</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(22,057</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Deferred tax asset, net of allowance</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">—  </td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Federal</td><td> </td> <td colspan="3" style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify">Current</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: right">$</td> <td style="font-size: 8pt; text-align: right">—  </td> <td style="font-size: 8pt; text-align: right"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 70%; font-size: 8pt; text-align: justify; padding-left: 0.25in">Deferred</td><td style="width: 10%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 18%; font-size: 8pt; text-align: right">(22,057</td><td style="width: 1%; font-size: 8pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify">State</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-left: 0.25in">Current</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: left">$</td><td style="font-size: 8pt; text-align: right">—  </td><td style="font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-left: 0.25in">Deferred</td><td style="font-size: 8pt"> </td> <td style="font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; text-align: right">—  </td><td style="font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt">Change in valuation allowance</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">22,057</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Income tax provision (benefit)</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">—  </td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 8pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: justify">Statutory federal income tax rate</td><td style="width: 10%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 18%; text-align: right">(34.0</td><td style="width: 1%; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify">State taxes, net of federal tax benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Deferred tax rate change</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13.0</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt">Change in valuation allowance</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">21.0</td><td style="padding-bottom: 1pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 2.5pt">Income tax provision (benefit)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">0.0</td><td style="padding-bottom: 2.5pt; text-align: left">%</td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 12pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; font-weight: bold; text-align: justify; border-bottom: Black 1pt solid">Description</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 8pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td></tr> <tr style="vertical-align: bottom"> <td style="font-size: 8pt; text-align: justify">Assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; font-size: 8pt; text-align: justify">Marketable securities held in Trust Account</td><td style="width: 8%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 12%; font-size: 8pt; text-align: right">1</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 8%; font-size: 8pt"> </td> <td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">69,029,443</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr> </table>

Delaware 2017-09-18

-110878

-5845

15000

21062

22057

995

-22057

22057

0.34

.00

.13

.21

.00

100293

2034-12-31

Excludes an aggregate of up to 6,444,515 shares subject to redemption at December 31, 2017. Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $5,845 for the period from September 18, 2017 (inception) through December 31, 2017 (see Note 2).