UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2019
 
or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from  __________ to __________
 
Commission File Number:  001-38302
 
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
82-2844431
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
2645 N. Federal Highway, Suite 230
Delray Beach, FL
33483
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:   (310) 734-2300
 
N/A 
(Former name, former address and former fiscal year if changed since last report)
 
 Securities registered pursuant to section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on
which registered
Units, each consisting of one share of Common Stock, one Right and one-half of one Warrant
 
BRPAU
 
The NASDAQ Stock Market LLC
Common Stock, par value $0.001 per share
 
BRPA
 
The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth of one share of Common Stock
 
BRPAR
 
The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
 
BRPAW
 
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes       No  
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes       No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
 
Accelerated filer 
Non-accelerated filer 
 
Smaller reporting company 
 
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes       No  
 
As of August 14, 2019, there were 6,915,728 shares of the Company’s common stock, par value $0.001, issued and outstanding.
 

 
 
 
TABLE OF CONTENTS
 
PART I.
FINANCIAL INFORMATION
1
 
 
 
ITEM 1.
FINANCIAL STATEMENTS
1
 
 
 
 
Condensed Balance Sheets
1
 
 
 
 
Condensed Statements of Operations
2
 
 
 
 
Condensed Statements of Changes in Stockholders’ Equity
3
 
 
 
 
Condensed Statements of Cash Flows
4
 
 
 
 
Notes to Condensed Financial Statements
5
 
 
 
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
10
 
 
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
13
 
 
 
ITEM 4.
CONTROLS AND PROCEDURES
13
 
 
 
PART II.
OTHER INFORMATION
14
 
 
 
ITEM 1.
LEGAL PROCEEDINGS
14
 
 
 
ITEM 1A.
RISK FACTORS
14
 
 
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
14
 
 
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
14
 
 
 
ITEM 4.
MINE SAFETY DISCLOSURES
14
 
 
 
ITEM 5.
OTHER INFORMATION
14
 
 
 
ITEM 6.
EXHIBITS
15
 
 
 
SIGNATURES
16
 
 
 

P ART I - FINANCIAL INFORMATION
 
I TEM 1. FINANCIAL STATEMENTS
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
Condensed Balance Sheets
 
 
 
June 30,
2019
 
 
December 31,
2018
 
 
 
(Unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Cash
 $1,394 
 $11,079 
Prepaid expenses and other current assets
  39,883 
  19,114 
Total Current Assets
  41,277 
  30,193 
 
    
    
Cash and marketable securities held in Trust Account
  50,061,450 
  70,765,966 
Total Assets
 $50,102,727 
 $70,796,159 
 
    
    
LIABILITIES AND STOCKHOLDERS’ EQUITY
    
    
Current liabilities
    
    
Accounts payable and accrued expenses
 $432,448 
 $551,099 
Income taxes payable
  88,703 
  16,311 
Total Current Liabilities
  521,151 
  567,410 
 
    
    
Promisorry note - related party
  206,865
 
  
 
Promissory notes payable
  1,380,000
  690,000 
Total Liabilities
  2,108,016 
  1,257,410 
 
    
    
Commitments and Contingencies (Note 5)
    
    
 
    
    
Common stock subject to possible redemption, 4,114,378 and 6,310,461 shares at redemption value as of June 30, 2019 and December 31, 2018, respectively
  42,994,703 
  64,538,743 
 
    
    
Stockholders’ Equity
    
    
Preferred stock, $0.001 par value; 1,000,000 authorized; none issued and outstanding
   
   
Common stock, $0.001 par value; 100,000,000 shares authorized; 2,801,350 and 2,725,039 shares issued and outstanding (excluding 4,114,378 and 6,310,461 shares subject to possible redemption) as of June 30, 2019 and December 31, 2018, respectively
  2,801 
  2,725 
Additional paid-in capital
  4,672,153 
  5,036,213 
Retained earnings/(Accumulated deficit)
  325,054 
  (38,932)
Total Stockholders’ Equity
  5,000,008 
  5,000,006 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 $50,102,727 
 $70,796,159 
 
The accompanying notes are an integral part of the condensed financial statements.

 
1
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
Condensed Statements of Operations
(Unaudited)
 
 
 
Three Months Ended
June 30, 
 
 
Six Months Ended
June 30,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 $175,742 
 $271,810 
 $338,923 
 $464,184 
Loss from operations
  (175,742)
  (271,810)
  (338,923)
  (464,184)
 
    
    
    
    
Other income:
    
    
    
    
Interest income
  392,439 
  272,482 
  775,301 
  486,051 
Unrealized gain on marketable securities held in Trust Account
   
  1,674 
   
  75
Other income, net
  392,439 
  274,156 
  775,301 
  486,126
 
    
    
    
    
Income before provision for income taxes
  216,697 
  2,346 
  436,378 
  21,942 
Provision for income taxes
  (40,676)
  (8,948)
  (72,392)
  (13,063)
Net income (loss)
 $176,021 
 $(6,602)
 $363,986 
 $8,879 
 
    
    
    
    
Weighted average shares outstanding, basic and diluted (1)
  2,794,297 
  2,605,782 
  2,759,859 
  2,598,424 
 
    
    
    
    
Basic and diluted net loss per common share (2)
 $(0.03)
 $(0.06)
 $(0.06)
 $(0.13)
 
(1)
Excludes an aggregate of up to 4,114,378 and 6,412,916 shares subject to possible redemption at June 30, 2019 and 2018, respectively.
 
(2)
Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $259,727 and $158,321 for the three months ended June 30, 2019 and 2018, respectively, and $518,924 and $355,325, for the six months ended June 30, 2019 and 2018, respectively.
 
The accompanying notes are an integral part of the condensed financial statements.
 
 
2
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
Condensed Statements of Changes in Stockholders’ Equity
(Unaudited)
 
Three Months Ended June 30, 2018
 
 
 
Common Stock
 
 
Additional
Paid-in
 
 
Accumulated
 
 
Total
Stockholders’
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Deficit
 
 
Equity
 
Balance – January 1, 2018
  2,590,985 
 $2,591 
 $5,102,443 
 $(105,033)
 $5,000,001 
 
    
    
    
    
    
Change in value of common stock subject to possible redemption
  14,797 
  15 
  (15,492)
   
  (15,477)
 
    
    
    
    
    
Net income
   
   
   
  15,481 
  15,481 
 
    
    
    
    
    
Balance – March 31, 2018 (unaudited)
  2,605,782 
  2,606 
  5,086,951 
  (89,552)
  5,000,005 
 
    
    
    
    
    
Change in value of common stock subject to possible redemption
  16,802 
  17 
  6,589 
   
  6,606 
 
    
    
    
    
    
Net income
   
   
   
  (6,602)
  (6,602)
 
    
    
    
    
    
Balance – June 30, 2018 (unaudited)
  2,622,584
 $2,623
 $5,093,540
 $(96,154)
 $5,000,009
 
Three Months Ended June 30, 2019
 
 
 
Common Stock
 
 
Additional
Paid-in
 
 
Retained Earnings/ (Accumulated
 
 
Total
Stockholders’
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Deficit)
 
 
Equity
 
Balance – January 1, 2019
  2,725,039 
 $2,725 
 $5,036,213 
 $(38,932)
 $5,000,006 
 
    
    
    
    
    
Change in value of common stock subject to possible redemption
  69,258 
  69 
  (188,035)
   
  (187,966)
 
    
    
    
    
    
Net income
   
   
   
  187,965 
  187,965 
 
    
    
    
    
    
Balance – March 31, 2019 (unaudited)
  2,794,297 
  2,794 
  4,848,178 
  149,033 
  5,000,005 
 
    
    
    
    
    
Change in value of common stock subject to possible redemption
  7,053 
  7 
  (367,234)
   
  (367,227)
 
    
    
    
    
    
Capital contribution to Trust Account to extend the date by which the Company is required to consummate a Business Combination
   
   
  191,209 
   
  191,209 
 
    
    
    
    
    
Net income
   
   
   
  176,021 
  176,021 
 
    
    
    
    
    
Balance – June 30, 2019 (unaudited)
  2,801,350 
 $2,801 
 $4,672,153 
 $325,054 
 $5,000,008 
 
The accompanying notes are an integral part of the condensed financial statements.
  
 
3
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
Condensed Statements of Cash Flows
(Unaudited)
 
 
 
Six Months Ended June 30,
 
 
 
2019
 
 
2018
 
Cash Flows from Operating Activities:
 
 
 
 
 
 
Net income
 $363,986 
 $8,879 
Adjustments to reconcile net income to net cash used in operating activities:
    
    
Interest earned on cash and marketable securities held in Trust Account
  (775,301)
  (486,051)
Unrealized gain on marketable securities held in Trust Account
   
  (75)
Changes in operating assets and liabilities:
    
    
Prepaid expenses and other current assets
  (20,769)
  10,569 
Accounts payable and accrued expenses
  (118,651)
  118,715 
Income taxes payable
  72,392 
  13,063 
Net cash used in operating activities
  (478,343)
  (334,900)
 
    
    
Cash Flows from Investing Activities:
    
    
Cash withdrawn from Trust Account
  22,099,233 
   
Investment of cash in Trust Account
  (690,000)
   
Cash withdrawn from Trust Account to pay franchise taxes
  261,793 
  32,639 
Net cash provided by investing activities
  21,671,026 
  32,639 
 
    
    
Cash Flows from Financing Activities:
    
    
Proceeds from promissory notes
  690,000
 
   
Proceeds from promissory note - related party
  271,865
 
  
 
Repayment of promissory note - related party
  (65,000)
   
Redemption of common stock
  (22,099,233)
   
Payment of offering costs
   
  (7,500)
Net cash used in financing activities
  (21,202,368)
  (7,500)
 
    
    
Net Change in Cash
  (9,685)
  (309,761)
Cash – Beginning
  11,079 
  449,374 
Cash – Ending
 $1,394 
 $139,613 
 
    
    
Non-Cash Investing and Financing activities:
    
    
Change in value of common stock subject to possible redemption
 $555,193 
 $8,871 
Capital contribution to Trust Account
 $191,209 
 $ 
 
The accompanying notes are an integral part of the condensed financial statements.
 
 
4
 
BIG ROCK PARTNERS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2019
(Unaudited)
 
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 
Big Rock Partners Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 18, 2017. The Company was formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction, one or more operating businesses or entities (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company is focusing on businesses in the senior housing and care industry in the United States.
 
All activity through June 30, 2019 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) of 6,900,000 units (the “Units”) that occurred on November 22, 2017, the simultaneous sale of 272,500 units (the “Private Placement Units”) in a private placement to Big Rock Partners Sponsor, LLC (the “Sponsor”), and the Company’s search for a target business with which to complete a Business Combination.
 
The Company initially had until November 22, 2018 to complete a Business Combination. However, if the Company anticipated that it could not consummate a Business Combination by November 22, 2018, the Company could extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination) (the “Combination Period”). Pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 20, 2017, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees were required to deposit into the Trust Account $690,000 ($0.10 per share) for each three month extension, up to an aggregate of $1,380,000, or $0.20 per share, if the Company extended for the full six months, on or prior to the date of the applicable deadline.
 
On November 20, 2018, the period of time for the Company to consummate a Business Combination was extended for an additional three month period ending on February 22, 2019, and, accordingly, $690,000 was deposited into the Trust Account. The deposit was funded by a non-interest bearing unsecured promissory note from BRAC Lending Group LLC, an affiliate of the underwriter (the “Investor”)(see Note 4). The note is repayable upon the consummation of a Business Combination (see Note 4). On February 21, 2019, the Company further extended the time required to consummate a Business Combination to May 22, 2019 and deposited an additional $690,000 into the Trust Account.
 
On May 21, 2019, the Company’s stockholders approved an amendment to its Amended and Restated Certificate of Incorporation to extend the period of time for which the Company is required to consummate a Business Combination to August 22, 2019 (the “Extended Date”). The number of shares of common stock presented for redemption in connection with the extension was 2,119,772. The Company paid cash in the aggregate amount of $22,099,233, or approximately $10.43 per share, to redeeming stockholders. The Company agreed to deposit, or cause to be deposited on its behalf, into the Trust Account $0.02 for each public share outstanding for each 30-day extension period utilized through the Extended Date. Through June 30, 2019, the Company deposited an aggregate of $191,209 into the Trust Account,  which was contributed to the Trust Account by a third party and is not required to be repaid by the Company. Accordingly, the Company has recorded this amount as a credit to additional paid in capital in the accompanying condensed statements of stockholders’ equity. In July 2019, the Company deposited an additional $95,605 into the Trust Account for the third, and final, 30-day extension period. The Company now has until August 22, 2019 to consummate a Business Combination (see Note 7). In order to pay for part of the third extension payment, the Company issued an unsecured promissory note (the “Note”) in favor of the Investor, in the original principal amount of $6,814. The Note does not bear interest and matures upon closing of a Business Combination by the Company. If the Company fails to consummate a Business Combination, the outstanding debt under the Note will be forgiven, except to the extent of any funds held outside of the Company's Trust Account after paying all other fees and expenses of the Company.
 
The Company has scheduled a special meeting of stockholders for August 21, 2019, pursuant to which it will seek stockholder approval to, among other matters, amend the Company’s Amended and Restated Certificate of Incorporation to extend the period of time for which the Company is required to consummate a Business Combination from August 22, 2019 to November 22, 2019. There is no assurance that the Company’s stockholders will vote to approve the extension of time with which the Company has to complete a Business Combination. If the Company does not obtain stockholder approval, the Company would wind up its affairs and liquidate (see Note 7).
 
NASDAQ Notification
 
On January 7, 2019, the Company received a notice from the staff of the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company was no longer in compliance with Nasdaq Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2017. The Company submitted a plan of compliance with Nasdaq and Nasdaq granted the Company an extension until May 22, 2019 to regain compliance with the rule by holding an annual meeting of stockholders. The Company held its annual meeting of stockholders on May 21, 2019 and, accordingly, the Staff determined that the Company is currently in compliance with Nasdaq Listing Rule 5620(a) for continued listing and the matter was closed.
 
On August 9, 2019, the Company received a notice from the Staff stating that the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(3) for continued listing due to its failure to maintain a minimum of 300 public holders. The Company has until September 23, 2019 to provide Nasdaq with a specific plan to achieve and sustain compliance with the listing requirement. The notice is a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on Nasdaq.
 
The Company intends to submit a plan to regain compliance within the required timeframe. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the notice to evidence compliance with the Rule. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
 
 
5
 
BIG ROCK PARTNERS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2019
(Unaudited)
 
NOTE 2. LIQUIDITY
 
As of June 30, 2019, the Company had $1,394 in its operating bank account, $50,061,450 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or convert stock in connection therewith and a working capital deficit of $371,171, which excludes franchise and income taxes payable of $108,703, of which such amounts will be paid from interest earned on the Trust Account. As of June 30, 2019, approximately $1,112,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. To date, the Company has withdrawn approximately $304,000 of interest from the Trust Account in order to pay the Company’s taxes, of which approximately $262,000 was withdrawn during the six months ended June 30, 2019.
 
On November 17, 2018, the Company entered into an agreement (the “Agreement”) with the Sponsor and the Investor, pursuant to which the Sponsor agreed to be responsible for all liabilities of the Company as of November 17, 2018 and to loan the Company the funds necessary to pay the expenses of the Company other than Business Combination expenses through the closing of a Business Combination when and as needed. If a Business Combination is not consummated, all outstanding loans made by the Sponsor will be forgiven (see Note 4). In addition, the Investor agreed to loan the Company all funds necessary to pay expenses incurred in connection with and in order to consummate a business combination (the “Business Combination Expenses”) and such loans will be added to the Notes (as defined in Note 4). If the Company does not consummate a Business Combination, all outstanding loans under the Notes will be forgiven, except to the extent of any funds held outside of the Trust Account after paying all other fees and expenses of the Company incurred prior to the date of such failure to consummate a Business Combination (see Note 4).
 
The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. Other than as described above, the Company’s officers and directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.
 
The Company does not believe it will need to raise additional funds in order to meet expenditures required for operating its business. Neither the Sponsor, nor any of the stockholders, officers or directors, or third parties are under any obligation to advance funds to, or invest in, the Company, except as discussed above. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Even if the Company can obtain sufficient financing or raise additional capital, it only has until August 22, 2019 (or November 22, 2019, if the extension amendment is approved) to consummate a Business Combination. There is no assurance that the Company will be able to do so prior to August 22, 2019 (or November 22, 2019, if the extension amendment is approved).
 
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of presentation
 
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
 
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 15, 2019, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.
 
Use of estimates
 
The preparation of condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
 
 
6
 
BIG ROCK PARTNERS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2019
(Unaudited)
 
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 marketable securities held in Trust Account
 
At June 30, 2019 and December 31, 2018, the assets held in the Trust Account were held in money market funds. During the six months ended June 30, 2019, the Company withdrew $261,793 of interest income to pay its franchise tax obligations.
 
Net loss per common share
 
Net loss per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2019 and December 31, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net 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 are 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 presented.
   
Reconciliation of net loss per common share
 
The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows:
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
Net income (loss)
 $176,021 
 $(6,602)
 $363,986 
 $8,879 
Less: Income attributable to common stock subject to possible redemption
  (259,727)
  (158,321)
  (518,924)
  (355,325)
Adjusted net loss
 $(83,706)
 $(164,923)
 $(154,938)
 $(346,446)
 
    
    
    
    
Weighted average shares outstanding, basic and diluted
  2,794,297 
  2,605,782 
  2,759,859 
  2,598,424 
 
    
    
    
    
Basic and diluted net loss per common share
 $(0.03)
 $(0.06)
 $(0.06)
 $(0.13)
 
NOTE 4. INVESTOR AGREEMENT AND PROMISSORY NOTES
 
On November 17, 2018, the Company entered into an Agreement with the Sponsor and the Investor. Pursuant to the Agreement, the Sponsor transferred an aggregate of 1,500,000 Founders Shares (as defined in Note 5) to the Investor in exchange for the agreements set forth below and aggregate cash consideration of $1.00.
 
Pursuant to the Agreement, the Sponsor agreed to extend the period of time the Company has to consummate a Business Combination up to two times for an aggregate of up to six months and the Investor agreed to loan the Company the funds necessary to obtain the extensions (the Extensions”). On November 20, 2018 and February 21, 2019, the Company issued unsecured promissory notes (the “Notes”) in favor of the Investor, in the original principal amount of $690,000 each (or an aggregate of $1,380,000), to provide the Company the funds necessary to obtain an aggregate of six-month Extensions. Pursuant to the Agreement, the Investor has also agreed to loan the Company all funds necessary to pay expenses incurred in connection with and in order to consummate a Business Combination (the “Business Combination Expenses”) and such loans will be added to the Notes. If the Company does not consummate a Business Combination, all outstanding loans under the Notes will be forgiven, except to the extent of any funds held outside of the Trust Account after paying all other fees and expenses of the Company incurred prior to the date of such failure to consummate a Business Combination. As of June 30, 2019, the outstanding balance under the Notes amounted to an aggregate of $1,380,000.
 
 
7
 
BIG ROCK PARTNERS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2019
(Unaudited)
 
The Sponsor has agreed to be responsible for all liabilities of the Company as of November 17, 2018, except for liabilities associated with the possible redemption of shares by the Company’s shareholders, as described in the Company’s Amended and Restated Certificate of Incorporation. The Sponsor has also agreed to loan the Company the funds necessary to pay the expenses of the Company other than the Business Combination Expenses through the closing of a Business Combination when and as needed in order for the Company to continue in operation (the “Non-Business Combination Related Expenses”). Upon consummation of a Business Combination, up to $200,000 of the Non-Business Combination Related Expenses will be repaid by the Company to the Sponsor provided that the Company has funds available to it sufficient to repay such expenses (the “Cap”) as well as to pay for all stockholder redemptions, all Business Combination Expenses, repayment of the Notes, and any funds necessary for the working capital requirements of the Company following closing of the Business Combination. Any remaining amounts in excess of the Cap will be forgiven. If the Company does not consummate a Business Combination, all outstanding loans made by the Sponsor to cover the Non-Business Combination Related Expenses will be forgiven. At June 30, 2019, the outstanding balance under this loan amounted to $206,865.
 
NOTE 5. COMMITMENTS AND CONTINGENCIES
 
Registration Rights
 
Pursuant to a registration rights agreement entered into on November 20, 2017, the holders of the Company’s common stock prior to the Initial Public Offering (the “Founder Shares”), Private Placement Units (and their underlying securities), the shares issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) at the closing of the Initial Public Offering (the “Representative Shares”) and any Units that may be issued upon conversion of the working capital loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. The holders of the majority of the Founder’s Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Units or Units issued to the Sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (in each case, including the underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Notwithstanding anything to the contrary, EarlyBirdCapital and its designees may participate in a “piggy-back” registration during the seven year period beginning on the effective date of the registration statement. However, the registration rights agreement will provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
 
Business Combination Marketing Agreement
 
The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss a potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with a Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.0% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). If a Business Combination is not consummated for any reason, no fee will be due or payable.
 
NOTE 6. STOCKHOLDERS’ EQUITY
 
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At June 30, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding.
  
Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2019 and December 31, 2018, there were 2,801,350 and 2,725,039, respectively, shares of common stock issued and outstanding (excluding 4,114,378 and 6,310,461 shares of common stock subject to possible redemption, respectively).
 
 
8
 
BIG ROCK PARTNERS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2019
(Unaudited)
 
NOTE 7. SUBSEQUENT EVENTS
 
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
 
In July 2019, the Company deposited $95,605 into the Trust Account for the third, and final, 30-day extension period. The Company now has until August 22, 2019 to consummate a Business Combination. In order to pay for part of the third extension payment, the Company issued an unsecured promissory note (the “Promissory Note”) in favor of the Investor, in the original principal amount of $6,814. The Note does not bear interest and matures upon closing of a Business Combination by the Company. If the Company fails to consummate a Business Combination, the outstanding debt under the Note will be forgiven, except to the extent of any funds held outside of the Company's Trust Account after paying all other fees and expenses of the Company.
 
The Company has scheduled a special meeting of stockholders for August 21, 2019, pursuant to which it will seek stockholder approval to, among other matters, amend the Company’s Amended and Restated Certificate of Incorporation to extend the period of time for which the Company is required to consummate a Business Combination from August 22, 2019 to November 22, 2019. There is no assurance that the Company’s stockholders will vote to approve the extension of time with which the Company has to complete a Business Combination. If the Company does not obtain stockholder approval, the Company would wind up its affairs and liquidate.
 
On August 9, 2019, the Company received a notice from the Staff stating that the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(3) for continued listing due to its failure to maintain a minimum of 300 public holders. The Company has until September 23, 2019 to provide Nasdaq with a specific plan to achieve and sustain compliance with the listing requirement. The notice is a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on Nasdaq.
 
The Company intends to submit a plan to regain compliance within the required timeframe. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the notice to evidence compliance with the Rule. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
 
  
 
 
9
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
References in this report to “we,” “us” or the “Company” refer to Big Rock Partners Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Big Rock Partners Sponsor, LLC, a company affiliated with our Chairman, President and Chief Executive Officer. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties
 
Special Note Regarding Forward-Looking Statements
 
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10-Q including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ending December 31, 2018 filed with the SEC on March 15, 2019. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
 
Overview
 
We are a blank check company incorporated in Delaware on September 18, 2017 and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses or entities (a “Business Combination”). While our efforts in identifying a prospective target business for our initial Business Combination will not be limited to a particular industry or geographic region, we intend to initially focus our search on identifying a prospective target business in the senior housing and care industry in the United States. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering and the sale of Private Placement Units that occurred simultaneously with the completion of our Initial Public Offering, our securities, debt or a combination of cash, securities and debt.
 
Recent Developments
 
On November 17, 2018, we entered into an agreement (the “Agreement”) with the Sponsor and BRAC Lending Group LLC (the “Investor”). Pursuant to the Agreement, the Sponsor transferred an aggregate of 1,500,000 Founders Shares to the Investor in exchange for the agreements set forth below and aggregate cash consideration of $1.00. Pursuant to the Agreement, the Sponsor agreed to take all actions reasonably necessary to extend the period of time we have to consummate a Business Combination up to two times for an aggregate of up to six months and the Investor agreed to loan us the funds necessary to obtain the extensions (the “Extension(s)”). On November 20, 2018, we issued an unsecured promissory note (the “First Note”) in favor of the Investor, in the original principal amount of $690,000, to provide us the funds necessary to obtain the first three-month Extension. On November 20, 2018, we issued a press release announcing that we had obtained the first three-month Extension to complete a Business Combination from November 22, 2018 to February 22, 2019. On February 21, 2019, we issued a second unsecured promissory note (the “Second Note, and together with the First Note, the “Notes”) in favor of the Investor, in the original principal amount of $690,000, to provide us the funds necessary to obtain the second three-month Extension. On February 22, 2019, we issued a press release announcing that we had obtained the second three-month Extension to complete a Business Combination from February 22, 2019 to May 22, 2019.
 
Pursuant to the Agreement, the Investor has also agreed to loan us all funds necessary to pay expenses incurred in connection with and in order to consummate a Business Combination (the “Business Combination Expenses”) and such loans will be added to the Notes. Also, pursuant to the Agreement, the Sponsor has agreed to be responsible for all our liabilities as of November 17, 2018, except for liabilities associated with the possible redemption of shares by our shareholders, as described in our Amended and Restated Certificate of Incorporation. The Sponsor has also agreed to loan us the funds necessary to pay our expenses other than the Business Combination Expenses through the closing of a Business Combination when and as needed in order for us to continue in operation (the “Non-Business Combination Related Expenses”). Upon consummation of a Business Combination, up to $200,000 of the Non-Business Combination Related Expenses will be repaid by us to the Sponsor provided that we have funds available to us sufficient to repay such expenses (the “Cap”) as well as to pay for all stockholder redemptions, all Business Combination Expenses, repayment of the Note, and any funds necessary for our working capital requirements following closing of the Business Combination. Any remaining amounts in excess of the Cap will be forgiven. If we do not consummate a Business Combination, all outstanding loans made by the Sponsor to cover the Non-Business Combination Related Expenses will be forgiven.
 
 
10
 
 
The Founder’s Shares transferred by the Sponsor to the Investor will remain in escrow in the name of the Investor, subject to the terms of the Stock Escrow Agreement, dated November 20, 2017, among us, the Sponsor and Continental Stock Transfer & Trust Company. Additionally, the Sponsor assigned the registration rights it was granted, pursuant to the Registration Rights Agreement, dated November 20, 2017 between us and the Sponsor, with respect to the Founder’s Shares to the Investor in connection with the transfer.

On May 21, 2019, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to extend the period of time for which we are required to consummate a Business Combination to August 22, 2019 (the “Extended Date”). The number of shares of common stock presented for redemption in connection with the extension was 2,119,772. We paid cash in the aggregate amount of $22,099,233, or approximately $10.43 per share, to redeeming stockholders. We agreed to deposit, or cause to be deposited on our behalf, into the Trust Account $0.02 for each public share outstanding for each 30-day extension period utilized through the Extended Date. Through June 30, 2019, we deposited an aggregate of $286,814 into the Trust Account, of which $191,209 was contributed to the Trust Account by a third party and is not required to be repaid by us. In July 2019, we deposited an additional $95,605 into the Trust Account for the third, and final, 30-day extension period. We now have until August 22, 2019 to consummate a Business Combination. In order to pay for part of the third extension payment, we issued an unsecured promissory note (the “Note”) in favor of the Investor, in the original principal amount of $6,814. The Note does not bear interest and matures upon closing of a Business Combination. If we fail to consummate a Business Combination, the outstanding debt under the Note will be forgiven, except to the extent of any funds held outside of the Trust Account after paying all of our other fees and expenses.
 
We have scheduled a special meeting of stockholders for August 21, 2019, pursuant to which we will seek stockholder approval to, among other matters, amend our Amended and Restated Certificate of Incorporation to extend the period of time for which we are required to consummate a Business Combination from August 22, 2019 to November 22, 2019. There is no assurance that our stockholders will vote to approve the extension of time with which we have to complete a Business Combination. If we do not obtain stockholder approval, we would wind up its affairs and liquidate.
 
On August 9, 2019, we received a notice from the Staff stating that we were no longer in compliance with Nasdaq Listing Rule 5550(a)(3) for continued listing due to its failure to maintain a minimum of 300 public holders. We have until September 23, 2019 to provide Nasdaq with a specific plan to achieve and sustain compliance with the listing requirement. The notice is a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on Nasdaq.
 
We intend to submit a plan to regain compliance within the required timeframe. If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the notice to evidence compliance with the Rule. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
 
 
Results of Operations
 
Our entire activity since September 18, 2017 (inception) up to November 20, 2017 was in preparation for our Initial Public Offering. Since our Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination, and we will not be generating any operating revenues until the closing and completion of our initial Business Combination. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
 
For the three months ended June 30, 2019, we had a net income of $176,021, which consists of interest income on securities held in the trust account established for the benefit of our public stockholders (the “Trust Account”) of $392,439, offset by operating costs of $175,742 and provision for income taxes of $40,676.
 
For the six months ended June 30, 2019, we had a net income of $363,986, which consists of interest income on securities held in the Trust Account of $775,301, offset by operating costs of $338,923 and provision for income taxes of $72,392.
 
For the three months ended June 30, 2018, we had a net loss of $6,602, which consists of operating costs of $271,810 and a provision for income taxes of $8,948, offset by interest income on marketable securities held in the Trust Account of $272,482 and an unrealized gain on marketable securities held in the Trust Account of $1,674.
 
For the six months ended June 30, 2018, we had net income of $8,879, which consists of interest income on marketable securities held in the Trust Account of $486,051 and an unrealized gain on marketable securities held in the Trust Account of $75, offset by operating costs of $464,184 and a provision for income taxes of $13,063.
   
Liquidity and Capital Resources
 
As of June 30, 2019, we had cash and marketable securities held in the Trust Account of $50,061,450 (including approximately $1,112,000 of interest income) consisting of money market funds. Interest income earned on the balance in the Trust Account may be used by us to pay taxes. To date, we have withdrawn approximately $304,000 of interest from the Trust Account in order to pay our income and franchise taxes, of which approximately $262,000 was withdrawn during the six months ended June 30, 2019.
 
For the six months ended June 30, 2019, cash used in operating activities amounted to $478,343. Net income of $363,986 was the result of interest earned on securities held in the Trust Account of $775,301, offset by changes in operating assets and liabilities, which used $67,028 of cash for operating activities. 
 
For the six months ended June 30, 2018, cash used in operating activities amounted to $334,900. Net income of $8,879 was impacted by interest earned on marketable securities held in the Trust Account of $486,051 and an unrealized gain on marketable securities held in our Trust Account of $75. Changes in operating assets and liabilities provided $142,347 of cash for operating activities. 
 
 
11
 
 
We intend to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our capital stock is used, in whole or in part, as consideration to effect our Business Combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including, but not limited to, continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
 
As of June 30, 2019, the Sponsor has loaned us an aggregate of $206,865 in order to pay our Non-Business Combination Related Expenses. Upon consummation of a Business Combination, up to $200,000 of the Non-Business Combination Related Expenses will be repaid by us to the Sponsor provided that we have funds available to us sufficient to repay such expenses (the “Cap”) as well as to pay for all stockholder redemptions, all Business Combination Expenses, repayment of the Note, and any funds necessary for our working capital requirements following closing of the Business Combination. Any remaining amounts in excess of the Cap will be forgiven. If we do not consummate a Business Combination, all outstanding loans made by the Sponsor to cover the Non-Business Combination Related Expenses will be forgiven.
 
We do not believe we will need to raise additional funds in order to meet expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor, officers and directors or their respective affiliates may, but are not obligated to, except as described above, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units.
 
Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
  
Off-balance sheet financing arrangements
 
We did not have any off-balance sheet arrangements as of June 30, 2019.
    
Contractual obligations
 
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
 
Critical Accounting Policies
 
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
 
Common stock subject to possible redemption
 
We account for our 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 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 our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheets.
 
 
12
 
 
Net loss per common share
 
We apply the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. Our net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.
 
Recent accounting pronouncements
 
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Following the consummation of our Initial Public Offering, we invested the funds held in the Trust Account in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in United States Treasuries. Due to these short-term nature of the investments, we do not believe that there will be an associated material exposure to interest rate risk.
 
ITEM 4. CONTROLS AND PROCEDURES
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
  
Evaluation of Disclosure Controls and Procedures
 
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective as of June 30, 2019.
 
Changes in Internal Control Over Financial Reporting
 
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
13
 
 
PART II - OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
None.
 
ITEM 1A. RISK FACTORS
 
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 15, 2019. As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report filed with the SEC.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
On May 21, 2019, the Company’s stockholders approved to amend its Amended and Restated Certificate of Incorporation to extend the period of time for which the Company is required to consummate a Business Combination to August 22, 2019. The number of shares of common stock presented for redemption in connection with the extension was 2,119,772. The Company paid cash in the aggregate amount of $22,099,233, or approximately $10.43 per share, to redeeming stockholders. For additional information, see Note 1 to the condensed financial statements.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
None.
 
 
 
 
14
 
 
ITEM 6. EXHIBITS
 
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
 
No.
 
Description of Exhibit
3.1  
 
Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on May 22, 2019) 
31.1 *
 
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *
 
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 **
 
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 **
 
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
 
XBRL Instance Document
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
 
XBRL Taxonomy Extension Schema Document
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
*
Filed herewith.
**
Furnished.  
 
 
 
   
 
 
15
 
 
SIGNATURES
 
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
 
 
Date: August 14, 2019
By:  
/s/ Richard Ackerman
 
 
Name: Richard Ackerman
 
 
Title:  Chairman, President and Chief Executive Officer
 
 
           (Principal Executive Officer)  
 
 
 
 
 
Date: August 14, 2019
By:  
/s/ Lori B. Wittman  
 
 
Name: Lori B. Wittman  
 
 
Title:  Chief Financial Officer and Director
 
 
(Principal Financial and Accounting Officer)
 
 
      
 
 
 
 
 
 
16