View Filing Data

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2018	Aug. 07, 2018
Document And Entity Information
Entity Registrant Name	Atlantic Acquisition Corp.
Entity Central Index Key	0001680873
Document Type	10-Q
Trading Symbol	ATACU
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	Yes
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		5,872,497
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

Condensed Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 359,289	$ 560,204
Prepaid expenses	28,083	49,583
Cash and investments held in trust account	45,593,714
Total Current Assets	45,981,086	609,787
Cash and investments held in trust account		45,318,185
Total Assets	45,981,086	45,927,972
Current Liabilities
Accounts payable	3,000	3,005
Accrued taxes	59,178	34,370
Deferred underwriting compensation	1,106,250
Total Current Liabilities	1,168,428	37,375
Deferred underwriting compensation		1,106,250
Total Liabilities	1,168,428	1,143,625
Commitments and Contingencies
Common stocks subject to possible conversion; 3,869,439 and 3,884,660 shares as of June 30, 2018 and December 31, 2017, respectively (at conversion value of $10.2890 and $10.2414 per share, respectively)	39,812,657	39,784,346
Stockholders' Equity
Preferred stock, $.0001 par value, 1,000,000 shares authorized, 0 shares issued
Common Stock, $.0001 par value, 30,000,000 shares authorized , 2,003,058 and 1,987,837 common stocks issued and outstanding as of June 30, 2018 and December 31, 2017, respectively (excluding 3,869,439 and 3,884,660 shares subject to redemption as of June 30, 2018 and December 31, 2017, respectively)	200	199
Additional paid- in capital	4,917,276	4,945,588
Retained earnings	82,525	54,214
Total Stockholders' Equity	5,000,001	5,000,001
Total Liabilities and Stockholders' Equity	$ 45,981,086	$ 45,927,972

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stocks subject to possible conversion, redemption	3,869,439	3,884,660
Common stocks subject to possible conversion, conversion value (in dollars per share)	$ 10.2890	$ 10.2414
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	1,000,000	1,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, authorized	30,000,000	30,000,000
Common Stock, issued	2,003,058	1,987,837
Common Stock, outstanding	2,003,058	1,987,837

Condensed Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

Income Statement [Abstract]

General and administrative expenses

$ (92,781)

$ (57)

$ (225,040)

$ (82)

State franchise taxes

(21,263)

(42,525)

Interest income

184,020

318,370

Income (loss) before taxes

69,976

(57)

50,805

(82)

Income taxes

(22,494)

Net income (loss)

47,482

(57)

28,311

(82)

Less: income attributable to common stock subject to redemption

^[1]

(122,484)

(221,543)

Adjusted net loss

$ (75,002)

$ (57)

$ (193,232)

$ (82)

Basic and diluted weighted average shares outstanding (in shares)

2,003,058

1,000,000

2,003,058

1,000,000

Basic and diluted net loss per share (in dollars per share)

^[2]

$ (0.04)

$ (0.00)

$ (0.10)

$ (0.00)

[1]	Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination.
[2]	Excludes an aggregate of up to 3,869,439 common shares subject to redemption at June 30, 2018 and 150,000 shares of common stock that were subject to forfeiture assuming the over-allotment option was not exercised by the underwriter at June 30, 2017. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities
Net income (loss)	$ 28,311	$ (82)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income earned in trust account	(318,370)
Change in operating assets and liabilities:
Change in prepaid expenses	21,500
Change in accounts payable	(5)
Change in accrued taxes	24,808
Net cash used in operating activities	(243,756)	(82)
Cash flows from investing activities
Interest withdrawal from trust account to pay franchise taxes	42,841
Net cash provided by investing activities	42,841
Cash flows from financing activities
Payment of offering costs		(5,888)
Net cash provided by financing activities		(5,888)
Net Change in Cash and Cash Equivalents	(200,915)	(5,970)
Cash at beginning of period	560,204	44,955
Cash at end of period	$ 359,289	$ 38,985

Organization and Plan of Business Operations

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Plan of Business Operations

Note 1 — Organization and Plan of Business Operations

Organization

Atlantic Acquisition Corp. (the “Company”) was incorporated in Delaware on May 19, 2016 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination, one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although the Company initially intends to focus on target businesses being operated by and/or serving ethnic minorities in the United States, especially within Asian-American communities.

At June 30, 2018, the Company had not yet commenced any operations. All activities through June 30, 2018 relate to the Company’s formation, the public offering described below and seeking a target business.

Plan of Business Operations

Financing

The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 8, 2017. On August 14, 2017, the Company consummated the Public Offering of 4,000,000 units at $10.00 per unit (the “Public Units”) and sold to initial shareholders and Chardan Capital Markets, LLC 320,000 units at $10.00 per unit (the “Private Units”) in a private placement (Note 4). The Company received net proceeds of approximately $41,476,000 from the sale of the Public Units, the Private Units and the proceeds from the promissory note (See note 5).

On August 16, 2017, the underwriters exercised the over-allotment option in part. The closing of the sale of 425,000 over-allotment option Units generating gross proceeds of $4,250,000 took place on August 21, 2017. Simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 21,250 Private Units, generating gross proceeds of $212,500.

Trust Account

Upon the closing of the Public Offering and the private placement (including the shares sold upon exercise of the over-allotment option), an aggregate of $45,135,000 was placed in a trust account (the “Trust Account”) with American Stock Transfer & Trust LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within 18 months from the closing of the Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.

Business Combination

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test.

The Company currently anticipates structuring a Business Combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a Business Combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

The Company will either seek stockholder approval of any Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if stockholder approval is sought, a majority of the outstanding common shares of the Company voted are voted in favor of the Business Combination.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 25% or more of the common shares sold in the Public Offering. Accordingly, all shares purchased by a holder in excess of 25% of the shares sold in the Public Offering will not be converted to cash. In connection with any stockholder vote required to approve any Business Combination, the Initial Stockholders will agree (i) to vote any of their respective shares, including the common shares sold to the Initial Stockholders in connection with the organization of the Company (the “Initial Shares”), common shares included in the Private Units to be sold in the Private Placement, and any common shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public Offering, in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in.

On March 28, 2018 the Company entered into a merger agreement (the “Merger Agreement”) with HF Group Merger Sub Inc., a wholly-owned subsidiary of the Company (the “Merger Sub”), and HF Group Holding Corporation (“HF”), a leading foodservice distributor operated by Chinese Americans serving Chinese/Asian restaurants, primarily Chinese takeout restaurants located in the southeastern United States. Upon the closing of the transactions contemplated in the Merger Agreement, Merger Sub will merge with and into HF, resulting in HF becoming a wholly owned subsidiary of Atlantic. The former shareholders of HF will receive 19,969,833 shares of Atlantic common stock as consideration for the merger. In connection with the transaction between us and HF Group, we filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on July 18, 2018. Please refer to the definitive proxy statement for a more detailed description of the proposed Business Combination. The Company plans to close the business combination in August 2018 and reclassified cash and investments held in trust account as current asset, and deferred underwriting compensation as current liability in Balance Sheet as of June 30, 2018.

Liquidation

Pursuant to the Company’s Certificate of Incorporation, if the Company is unable to complete its initial Business Combination within 18 months from the date of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company’s board of directors, dissolve and liquidate. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a Business Combination). Pursuant to the terms of the Company’s amended and restated articles of incorporation and the trust agreement to be entered into between the Company and American Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate its initial Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $800,000, or $920,000 if the underwriters’ over-allotment option is exercised in full ($0.20 per share in either case), on or prior to the date of the applicable deadline, up to an aggregate of $1,600,000 (or $1,840,000 if the underwriters’ over-allotment option is exercised in full), or $0.40 per share. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit. The Company’s stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial Business Combination. In the event that the Company receives notice from its insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate its initial Business Combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a pro rata portion of the amount then in the Trust Account. Holders of rights will receive no proceeds in connection with the liquidation. The Initial Stockholders and the holders of Private Units will not participate in any redemption distribution with respect to their initial shares and Private Units, including the common stock included in the Private Units.

To the extent the Company is unable to consummate a Business Combination, it will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, Wai Fun Cheng, Ren Hua Zheng, Richard Xu and Tom W. Su have committed to pay the funds necessary to complete such liquidation and have agreed not to seek repayment of such expenses.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim accompanying financial statements have been prepared in accordance with GAAP for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim condensed financial information should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2017.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2018 and December 31, 2017.

Fair value of financial instruments

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

Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding ordinary shares subject to compulsory repurchase by the Company. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of common shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Shares of common stock subject to possible conversion at June 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per common 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) rights sold in the Offering and private placement that convert into 476,625 shares of Class A common stock, and (2) 250,000 of Class A common stock and rights that convert into 25,000 shares of Class A common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. As a result and the Company’s loss position attributable to common stock, diluted loss per common share is the same as basic loss per common share for the three months ended June 30, 2018 and 2017.

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 expenses during the reporting period. Actual results could differ from those estimates.

Concentration of credit risk

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

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.

The Company was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Public Offering

6 Months Ended

Jun. 30, 2018

Public Offering

Public Offering

Note 3 — Public Offering

Public Unit

On August 14, 2017, the Company sold 4,000,000 Public Units at a price of $10.00 per Public Unit in the Public Offering generating gross proceeds of $40,000,000. Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), and one right (the “Public Rights”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial Business Combination.

If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors.

At the closing of the Public Offering and over-allotment option, the Company paid an upfront underwriting discount of $1,200,000 and $127,500, 3.0% of the per unit offering price to the underwriter, respectively, with an additional fee of $1,000,000 and $106,250 (the “Deferred Discount”), 2.5% of the gross offering proceeds payable upon the Company’s completion of the Business Combination, respectively. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close a Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. Total offering costs were $1,851,217, which consist of $1,327,500 of underwriter’s commissions and $523,717 of other offering costs.

Purchase Option

On August 14, 2017, the Company sold the underwriters, for $100, a unit purchase option to purchase up to a total of 250,000 Units exercisable at $10.50 per Unit (or an aggregate exercise price of $2,625,000) commencing on the later of the consummation of a Business Combination and six months from February 8, 2018. The unit purchase option expires on August 8, 2022. The units issuable upon exercise of this option are identical to the Units being offered in the Public Offering. The Company has agreed to grant to the holders of the unit purchase option, demand and “piggy back” registration rights for periods of five and seven years, respectively, from the effective date of the Public Offering, including securities directly and indirectly issuable upon exercise of the unit purchase option.

The Company has accounted for the fair value of the unit purchase option, inclusive of the receipt of a $100 cash payment, as an expense of the Public Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of this unit purchase option is $610,265 using a Black-Scholes option-pricing model adjusted for the likelihood of a completed Business Combination. The fair value of the unit purchase option to be granted to the placement agent is estimated as of the date of grant using the following assumptions: (1) expected volatility of 51.14%, (2) risk-free interest rate of 1.77%, (3) expected life of five years and (4) estimated possibility of 55% for consummation of initial Business Combination.

Stockholders' Equity

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Stockholders' Equity

Note 8 — Stockholders’ Equity

Preferred Shares

The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2018 and December 31, 2017, there are no preferred shares issued or outstanding.

Common Stock

The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share.

On June 9, 2016, 1,150,000 shares of the Company’s common stock were sold at a price of approximately $0.02 per share for an aggregate of $25,000. On May 25, 2017, the Company repurchased and canceled the initial shareholder shares. On May 30, 2017, the Company issued an additional 1,150,000 shares for $25,000, or approximately $0.02 per share, which amount was wired into an escrow account and was directly used to pay for the May 25, 2017 repurchase. All of these shares were placed in escrow on the date of the closing of the Public Offering until (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The escrow share arrangement does not require the continued employment of the stockholders who received the shares or the insiders. At the closing of the Business Combination, the fair value of the escrow arrangement would be both charged and credited to additional paid-in capital.

On August 14, 2017, the Company consummated the Public Offering of 4,000,000 units at $10.00 per unit (the “Public Units’) and sold to initial shareholders and Chardan Capital Markets, LLC 320,000 units at $10.00 per unit (the “Private Units”) in a private placement (Note 4). The Company received net proceeds of approximately $41,476,000. On August 16, 2017, the underwriters exercised the over-allotment option in part. The closing of the sale of 425,000 over-allotment option Units generating gross proceeds of $4,250,000 took place on August 21, 2017. Simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 21,250 Private Units, generating gross proceeds of $212,500. On August 22, 2017, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company canceled an aggregate of 43,753 shares of common stock issued to the Company’s initial stockholders.

At June 30, 2018, there were 2,003,357 shares of common stock issued and outstanding, excluding 3,869,140 shares subject to possible redemption. At December 31, 2017, there were 1,987,837 shares of common stock issued and outstanding, excluding 3,884,660 shares subject to possible redemption.

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of presentation	*Basis of presentation* The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim accompanying financial statements have been prepared in accordance with GAAP for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim condensed financial information should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2017. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year.
Cash and Cash Equivalents	*Cash and Cash Equivalents* The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2018 and December 31, 2017.
Fair value of financial instruments	*Fair value of financial instruments* The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Loss Per Common Share	*Loss Per Common Share* Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding ordinary shares subject to compulsory repurchase by the Company. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of common shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Shares of common stock subject to possible conversion at June 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per common 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) rights sold in the Offering and private placement that convert into 476,625 shares of Class A common stock, and (2) 250,000 of Class A common stock and rights that convert into 25,000 shares of Class A common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. As a result and the Company’s loss position attributable to common stock, diluted loss per common share is the same as basic loss per common share for the three months ended June 30, 2018 and 2017.
Use of Estimates	*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 expenses during the reporting period. Actual results could differ from those estimates.
Concentration of credit risk	*Concentration of credit risk* Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Income Taxes	*Income Taxes* The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

Organization and Plan of Business Operations (Details Narrative) - USD ($)						6 Months Ended
	Mar. 28, 2018	Aug. 21, 2017	Aug. 16, 2017	Aug. 14, 2017	Aug. 14, 2017	Jun. 30, 2018	May 30, 2017	Jun. 09, 2016
Net proceeds from offering					$ 41,476,000
Limit of net tangible assets						$ 5,000,001
Share price (in dollars per share)							$ 0.02	$ 0.02
HF Group Merger Sub Inc [Member]
Process of equity interests issued	19,969,833
American Stock Transfer & Trust LLC [Member]
Proceeds from offering deposited in trust account deposited into trust account		$ 45,135,000
American Stock Transfer & Trust LLC [Member] \| Minimum [Member]
Trust account deposit						$ 800,000
Share price (in dollars per share)						$ 0.20
American Stock Transfer & Trust LLC [Member] \| Maximum [Member]
Trust account deposit						$ 1,600,000
Share price (in dollars per share)						$ 0.40
Public Offering [Member]
Number of unit issued				4,000,000	4,000,000
Unit price (in dollars per share)				$ 10.00	$ 10.00
Gross proceeds from offering				$ 40,000,000
Private Placement [Member]
Number of unit issued						250,000
Private Placement [Member] \| Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued					320,000
Unit price (in dollars per share)				$ 10.00	$ 10.00
Over-Allotment Option [Member] \| Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued					21,250
Over-Allotment Option [Member] \| Underwriter [Member]
Number of unit issued		21,250	425,000
Gross proceeds from offering		$ 212,500	$ 4,250,000
Over-Allotment Option [Member] \| American Stock Transfer & Trust LLC [Member] \| Minimum [Member]
Trust account deposit						$ 920,000
Share price (in dollars per share)						$ 0.20
Over-Allotment Option [Member] \| American Stock Transfer & Trust LLC [Member] \| Maximum [Member]
Trust account deposit						$ 1,840,000
Share price (in dollars per share)						$ 0.40

Public Offering (Details Narrative)									6 Months Ended
Public Offering (Details Narrative)	Aug. 21, 2017 USD ($) shares	Aug. 16, 2017 USD ($) shares	Aug. 16, 2017 USD ($)	Aug. 14, 2017 USD ($) $ / shares shares	Aug. 14, 2017 USD ($) $ / shares	Aug. 14, 2017 USD ($) $ / shares shares	Aug. 14, 2017 USD ($) $ / shares shares	Aug. 14, 2017 USD ($) $ / shares	Jun. 30, 2018 USD ($)
Public Offering [Member]
Number of units issued \| shares				4,000,000			4,000,000
Unit price (in dollars per share) \| $ / shares				$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Gross proceeds from offering				$ 40,000,000
Underwriter deferred discount									$ 1,106,250
Percentge of underwriter deferred discount based on gross offering proceeds payable									0.025
Public Offering [Member] \| Common Stock [Member]
Description of number of shares consisted in each unit					<p><font style="font: 10pt Times New Roman, Times, Serif">1</font></p>
Public Offering [Member] \| Public Rights [Member]
Description of number of shares consisted in each unit					<p><font style="font: 10pt Times New Roman, Times, Serif">1/10</font></p>
Over-Allotment Option [Member]
Underwriter's commissions									$ 1,327,500
Offering costs									$ 523,717
Over-Allotment Option [Member] \| Underwriter [Member]
Number of units issued \| shares	21,250	425,000
Gross proceeds from offering	$ 212,500	$ 4,250,000
Payment of upfront underwriting discount			$ 127,500
Perentage of upfront underwriting discount based on per unit price			0.03
Underwriter deferred discount		$ 106,250	$ 106,250
Percentge of underwriter deferred discount based on gross offering proceeds payable			0.0250
Over-Allotment Option [Member] \| Chardan Capital Markets, LLC [Member]
Number of units issued \| shares						320,000
Public Rights [Member] \| Underwriter [Member]
Payment of upfront underwriting discount								$ 1,200,000
Perentage of upfront underwriting discount based on per unit price								0.03
Underwriter deferred discount				$ 1,000,000	$ 1,000,000	$ 1,000,000	$ 1,000,000	$ 1,000,000
Percentge of underwriter deferred discount based on gross offering proceeds payable								0.0250
Purchase Option [Member] \| Underwriter [Member]
Number of units issued \| shares						250,000
Unit price (in dollars per share) \| $ / shares				$ 10.50	$ 10.50	$ 10.50	$ 10.50	$ 10.50
Gross proceeds from offering						$ 2,625,000
Cash payment for offering						$ 100
Offering expiration date						Aug. 08, 2022
Fair value						$ 610,265
Estimated possibility						0.55
Purchase Option [Member] \| Underwriter [Member] \| Expected Volatility [Member]
Fair value measurement input				51.14	51.14	51.14	51.14	51.14
Purchase Option [Member] \| Underwriter [Member] \| Risk Free Interest Rate [Member]
Fair value measurement input				1.77	1.77	1.77	1.77	1.77
Purchase Option [Member] \| Underwriter [Member] \| Expected Life [Member]
Expected life						5 years

Related Party Transactions (Details Narrative) - USD ($)	Aug. 14, 2017	May 30, 2017	Jun. 30, 2018	Jun. 09, 2017	Jun. 01, 2017
Lender Concentration Risk [Member]
Consummation of an initial business combination			$ 500,000
Working capital units price (in dollars per share)			$ 10.00
Private Placement [Member] \| Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of units converted into notes payable	17,500
Director [Member] \| Private Placement [Member]
Proceeds from private placement	$ 175,000
Conversion price (in dollars per share)	$ 10.00
Unsecured Promissory Note [Member] \| Former President and Director [Member]
Principal amount				$ 175,000
Outstanding loan					$ 175,000
Unsecured Promissory Note [Member] \| Director [Member]
Principal amount		$ 175,000
Loan interest rate terms		<p><font style="font: 10pt Times New Roman, Times, Serif">The note was non-interest bearing and was payable on the consummation of the Public Offering.</font></p>

Stockholders' Equity (Details Narrative) - USD ($)								6 Months Ended
Stockholders' Equity (Details Narrative) - USD ($)	Aug. 22, 2017	Aug. 21, 2017	Aug. 16, 2017	Aug. 14, 2017	Aug. 14, 2017	May 30, 2017	Jun. 09, 2016	Jun. 30, 2018	Dec. 31, 2017
Preferred stock, authorized								1,000,000	1,000,000
Preferred stock, par value (in dollars per share)								$ 0.0001	$ 0.0001
Preferred stock, issued								0	0
Preferred stock, outstanding								0	0
Common stock, authorized								30,000,000	30,000,000
Common stock, par value (in dollars per share)								$ 0.0001	$ 0.0001
Number of common stock issued						1,150,000	1,150,000
Value of shares issued						$ 25,000	$ 25,000
Share price (in dollars per share)						$ 0.02	$ 0.02
Description of offerring						<p><font style="font: 10pt Times New Roman, Times, Serif">(1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (2) with respect to the remaining 50% of the insider shares, six months after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property.</font></p>
Common stock, issued								2,003,058	1,987,837
Common stock, outstanding								2,003,058	1,987,837
Net proceeds from offering					$ 41,476,000
Common stocks subject to possible conversion, redemption								3,869,439	3,884,660
Public Offering [Member]
Number of unit issued				4,000,000	4,000,000
Unit price (in dollars per share)				$ 10.00	$ 10.00
Gross proceeds from offering				$ 40,000,000
Private Placement [Member]
Number of unit issued								250,000
Private Placement [Member] \| Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued					320,000
Unit price (in dollars per share)				$ 10.00	$ 10.00
Over-Allotment Option [Member] \| Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of unit issued					21,250
Over-Allotment Option [Member] \| Underwriter [Member]
Number of unit issued		21,250	425,000
Gross proceeds from offering		$ 212,500	$ 4,250,000
Number of shares forfeiture	43,753

Reconciliation of Net Loss per Common Share (Details) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

Earnings Per Share [Abstract]

Net income (loss)

$ 47,482

$ (57)

$ 28,311

$ (82)

Less: income attributable to common stock subject to redemption

^[1]

(122,484)

(221,543)

Adjusted loss

$ (75,002)

$ (57)

$ (193,232)

$ (82)

Basic and diluted weighted average shares outstanding

2,003,058

1,000,000

2,003,058

1,000,000

Basic and diluted net loss per share (in dollars per share)

^[2]

$ (0.04)

$ (0.00)

$ (0.10)

$ (0.00)

[1]	Income attributable to common stock subject to redemption was calculated in portion of the interest income earned in trust account, which would be distributed to common stockholders at the event they choose to exercise their redemption right at the closing of Initial Business Combination.
[2]	Excludes an aggregate of up to 3,869,439 common shares subject to redemption at June 30, 2018 and 150,000 shares of common stock that were subject to forfeiture assuming the over-allotment option was not exercised by the underwriter at June 30, 2017. An aggregate of 43,753 shares of common stock were cancelled after partial exercise of the over-allotment option by the underwriters.

- Definition

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

+ References + Details

Significant Accounting Policies (Details Narrative)	6 Months Ended
Significant Accounting Policies (Details Narrative)	Jun. 30, 2018 USD ($) shares
Federal depository insurance coverage \| $	$ 250,000
Private Placement [Member]
Number of offering and private placement convert	250,000
Private Placement [Member] \| Underwriter [Member]
Number of offering and private placement convert	25,000
Private Placement [Member] \| Common Class A [Member]
Number of offering and private placement convert	476,625

Cash and Investment held in Trust Account (Details)	6 Months Ended
Cash and Investment held in Trust Account (Details)	Jun. 30, 2018 USD ($)
Cash and Cash Equivalents [Line Items]
Carrying Value	$ 203,979
U S Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Carrying Value	45,389,735
Gross Unrealized /Unrecognized Holding Loss	3,872
Fair Value	$ 45,393,608

Cash and Investment held in Trust Account (Details Narrative)	6 Months Ended
	Jun. 30, 2018 USD ($)
Cash and Cash Equivalents [Line Items]
Carrying Value	$ 203,979
U S Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Carrying Value	45,389,735
U S Treasury Bill Securities [Member]
Cash and Cash Equivalents [Line Items]
Carrying Value	$ 45,213,184

Commitments (Details Narrative)			6 Months Ended
Commitments (Details Narrative)	May 30, 2017 shares	Jun. 09, 2016 shares	Jun. 30, 2018 USD ($) shares
Number of shares issued	1,150,000	1,150,000
B. Riley & Co. LLC ("B. Riley") [Member]
Number of shares issued			20,000
Public Offering [Member]
Percentge of underwriter deferred discount based on gross offering proceeds payable			0.025
Underwriter deferred discount \| $			$ 1,106,250

Private Placement (Details Narrative) - $ / shares					6 Months Ended
Private Placement (Details Narrative) - $ / shares	Aug. 21, 2017	Aug. 16, 2017	Aug. 14, 2017	Aug. 14, 2017	Jun. 30, 2018
Private Placement [Member]
Number of units issued					250,000
Private Placement [Member] \| Chardan Capital Markets, LLC [Member]
Number of units issued				20,000
Private Placement [Member] \| Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of units issued				320,000
Unit price (in dollars per share)			$ 10.00	$ 10.00
Number of units converted into notes payable				17,500
Purchase Option [Member] \| Underwriter [Member]
Number of units issued			250,000
Unit price (in dollars per share)			$ 10.50	$ 10.50
Over-Allotment Option [Member] \| Chardan Capital Markets, LLC [Member]
Number of units issued			320,000
Over-Allotment Option [Member] \| Company's shareholders & Chardan Capital Markets, LLC [Member]
Number of units issued				21,250
Over-Allotment Option [Member] \| Underwriter [Member]
Number of units issued	21,250	425,000