Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Entity Registrant Name | Gordon Pointe Acquisition Corp. | ||
Entity Central Index Key | 0001708176 | ||
Trading Symbol | GPAQ | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 121,500,000 | ||
Class A Common stock | |||
Entity Common Stock, Shares Outstanding | 12,500,000 | ||
Class F Common stock | |||
Entity Common Stock, Shares Outstanding | 3,125,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 89,557 | $ 3,193 |
Prepaid expenses | 6,527 | |
Total Current Assets | 96,084 | 3,193 |
Deferred offering costs | 331,623 | |
Marketable securities held in Trust Account | 128,396,771 | |
Total Assets | 128,492,855 | 334,816 |
Current Liabilities | ||
Accounts payable and accrued expenses | 309,265 | 2,294 |
Income taxes payable | 284,958 | |
Accrued offering costs | 254,731 | |
Advances from related party | 55,207 | |
Total Current Liabilities | 594,223 | 312,232 |
Deferred underwriting fees | 4,375,000 | |
Deferred legal fee payable | 72,500 | |
Total Liabilities | 5,041,723 | 312,232 |
Commitments | ||
Common stock subject to possible redemption, 11,572,288 and -0- shares at redemption value as of December 31, 2018 and 2017, respectively | 118,451,128 | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 authorized; none issued and outstanding | ||
Additional paid-in capital | 3,920,735 | 24,641 |
Retained earnings/(Accumulated deficit) | 1,078,863 | (2,416) |
Total Stockholders' Equity | 5,000,004 | 22,584 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 128,492,855 | 334,816 |
Class A Common stock | ||
Stockholders' Equity | ||
Common stock value | 93 | |
Class F Common stock | ||
Stockholders' Equity | ||
Common stock value | $ 313 | $ 359 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock subject to possible redemption | 11,572,288 | 0 |
Class A Common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 927,712 | 0 |
Common stock, shares outstanding | 927,712 | 0 |
Class F Common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares issued | 3,125,000 | 3,593,750 |
Common stock, shares outstanding | 3,125,000 | 3,593,750 |
Statements of Operations
Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||
Operating costs | $ 2,416 | $ 780,534 | |
Loss from operations | (2,416) | (780,534) | |
Other income: | |||
Interest income | 2,132,976 | ||
Unrealized gain on marketable securities held in Trust Account | 13,795 | ||
Other income | 2,146,771 | ||
Income (loss) before provision for income taxes | (2,416) | 1,366,237 | |
Provision for income taxes | (284,958) | ||
Net income (loss) | $ (2,416) | $ 1,081,279 | |
Weighted average shares outstanding, basic and diluted | [1] | 3,125,000 | 3,953,561 |
Basic and diluted net loss per common share | [2] | $ 0 | $ (0.12) |
[1] | Excludes an aggregate of up to 11,572,288 shares subject to possible redemption at December 31, 2018 and an aggregate of 468,750 shares that were subject to forfeiture at December 31, 2017. | ||
[2] | Excludes income of $1,571,048 attributable to shares subject to possible redemption for the year ended December 31, 2018. |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Excludes an aggregate of shares that were subject to forfeiture | 468,750 | 11,572,288 |
Excludes income attributable to shares subject to possible redemption | $ 1,571,048 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Class A Common Stock | Class F Common Stock | Additional Paid-in Capital | Retained Earings/ (Accumulated Deficit) | Total |
Beginning balance at Apr. 11, 2017 | |||||
Beginning balance, shares at Apr. 11, 2017 | |||||
Issuance of common stock to Sponsor | $ 359 | 24,641 | 25,000 | ||
Issuance of common stock to Sponsor, shares | 3,593,750 | ||||
Net income (loss) | (2,416) | (2,416) | |||
Ending balance at Dec. 31, 2017 | $ 359 | 24,641 | (2,416) | 22,584 | |
Ending balance, shares at Dec. 31, 2017 | 3,593,750 | ||||
Sale of 12,500,000 Units, net of underwriting discounts and offering expenses | $ 1,250 | 117,446,019 | 117,447,269 | ||
Sale of 12,500,000 Units, net of underwriting discounts and offering expenses, shares | 12,500,000 | ||||
Sale of 4,900,000 Private Placement Warrants | 4,900,000 | 4,900,000 | |||
Forfeiture of Founder Shares | $ (46) | 46 | |||
Forfeiture of Founder Shares, shares | (468,750) | ||||
Common stock subject to possible redemption | $ (1,157) | (118,449,971) | (118,451,128) | ||
Common stock subject to possible redemption, shares | (11,572,288) | ||||
Net income (loss) | 1,081,279 | 1,081,279 | |||
Ending balance at Dec. 31, 2018 | $ 93 | $ 313 | $ 3,920,735 | $ 1,078,863 | $ 5,000,004 |
Ending balance, shares at Dec. 31, 2018 | 927,712 | 3,125,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2018shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Units, net of underwriting discounts and offering expenses | 12,500,000 |
Sale of Private Placement Warrants | 4,900,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (2,416) | $ 1,081,279 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,132,976) | |
Unrealized gain on marketable securities held in Trust Account | (13,795) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (6,527) | |
Accounts payable and accrued expenses | 2,294 | 306,971 |
Income taxes payable | 284,958 | |
Net cash used in operating activities | (122) | (480,090) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (126,250,000) | |
Net cash used in investing activities | (126,250,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 122,500,000 | |
Proceeds from sale of Private Placement Warrants | 4,900,000 | |
Advances from related party | 55,207 | 88,095 |
Repayment of advances from related party | (143,302) | |
Payment of offering costs | (76,892) | (528,339) |
Net cash provided by financing activities | 3,315 | 126,816,454 |
Net Change in Cash | 3,193 | 86,364 |
Cash - Beginning | 3,193 | |
Cash - Ending | 3,193 | 89,557 |
Non-Cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 117,371,161 | |
Change in value of common stock subject to possible redemption | 1,079,967 | |
Deferred underwriting fees | 4,375,000 | |
Deferred legal fee payable | 72,500 | |
Deferred offering costs included in accrued offering costs | $ 254,731 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Gordon Pointe Acquisition Corp. (the “Company”), is a blank check company incorporated in Delaware on April 12, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets (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 financial services technology sector or related financial services or technology sectors. All activity through December 31, 2018 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on January 24, 2018. On January 30, 2018, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $125,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Gordon Pointe Management, LLC (the “Sponsor”), generating gross proceeds of $4,900,000, which is described in Note 5. Following the closing of the Initial Public Offering on January 30, 2018, an amount of $126,250,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account. Transaction costs amounted to $7,552,731, consisting of $2,500,000 of underwriting fees, $4,375,000 of deferred underwriting fees (see Note 7) and $677,731 of other costs. Approximately $1,100,000 was deposited into the cash held outside of the Trust Account after the Initial Public Offering. Following the payment of certain transaction expenses, the Company had $89,557 of cash held outside of the Trust Account and available for working capital purposes as of December 31, 2018. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (see Note 6). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering. The Company will have until July 30, 2019 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less amounts previously released to pay taxes and less interest to pay dissolution expenses of up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The Initial Stockholders have agreed to (i) waive their conversion rights with respect to their Founder Shares and Public Shares in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. The underwriter and legal counsel have agreed to waive their rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.10 per Unit in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. LIQUIDITY As of December 31, 2018, the Company had $89,557 in its operating bank accounts, $128,396,771 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or convert stock in connection therewith and a working capital deficit of $48,331 which excludes franchise and income taxes payable of $449,808, of which such amounts will be paid from interest earned on the Trust Account. As of December 31, 2018, approximately $2,147,000 of the amount on deposit in the Trust Account represented interest income and unrealized gains, which is available to pay the Company’s tax obligations. To date the Company has not withdrawn any interest from the Trust Account in order to fund its tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting target businesses to acquire, and structuring, negotiating and consummating the Business Combination. The Sponsor has committed to provide an aggregate of $365,000 in loans to the Company to finance transaction costs in connection with a Business Combination. To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. The loans may also be convertible into common stock purchase warrants at a purchase price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. Through December 31, 2018, there have been no borrowings pursuant to the Sponsor commitment. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but, except as described above, 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 for the $365,000 commitment 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 curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Even if the Company can obtain sufficient financing or raise additional capital, it only has until July 30, 2019 to consummate a Business Combination. There is no assurance that they will be able to do so prior to July 30, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 and 2017. Marketable Securities held in Trust Account At December 31, 2018, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2018 and 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The Company completed its analysis which resulted in no material changes to the financial statements. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Weighted average shares outstanding at December 31, 2017 were reduced for the effect of an aggregate of 468,750 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The Company applies the two-class method in calculating earnings per share. An aggregate of 11,572,288 shares of common stock subject to possible redemption at 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 warrants sold in the Initial Public Offering and private placement to purchase 17,400,000 shares of Class A common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss 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 income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net loss per common share is calculated as follows: Year Ended For the Period from Net income (loss) $ 1,081,279 $ (2,416 ) Less: Income attributable to common stock subject to redemption (1,571,048 ) — Adjusted net loss $ (489,769 ) $ (2,416 ) Weighted average shares outstanding, basic and diluted 3,953,561 3,125,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2018 and 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2018 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On January 30, 2018, pursuant to the Initial Public Offering, the Company sold 12,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2018 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 4,900,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants may also be exercised by the initial purchasers and their permitted transferees for cash or on a cashless basis. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 12, 2017, the Company issued an aggregate of 3,593,750 shares of Class F common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments. The 3,593,750 Founder Shares included an aggregate of up to 468,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters’ election to exercise their over-allotment option expired unexercised on March 12, 2018 and, as a result, 468,750 Founder Shares were forfeited, resulting in 3,125,000 Founder Shares outstanding as of December 31, 2018. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Related Party Advances and Commitments Through December 31, 2018, the Sponsor advanced an aggregate of $143,302 for costs associated with the Initial Public Offering, of which such amount was repaid during the year ended December 31, 2018. As of December 31, 2018 and 2017, there were $0 and $55,207 of outstanding advances from related party, respectively. Administrative Services Agreement The Company entered into an agreement whereby, commencing on January 30, 2018 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the year ended December 31, 2018, the Company incurred $110,000 in fees for these services, of which $60,000 is included in accounts payable and accrued expenses in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (the “Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The Sponsor has committed to provide an aggregate of $365,000 in loans to the Company to finance transaction costs in connection with a Business Combination. To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. The loans may also be convertible into common stock purchase warrants at a purchase price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. There are no amounts currently outstanding under the loans. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Director Compensation The Company has agreed to pay each of its independent directors an annual retainer of $20,000 (pro-rated for interim periods of service) for their service as members of the Company’s Board, for which, in addition to general matters of corporate governance and oversight, the Company expects its Board members to assist the Company in the identification and evaluation of industries and particular businesses that are, in the reasonable judgment of the Board, suitable acquisition targets for the Company, as well as assisting the Company in the review and analysis of alternative Business Combinations. In addition, the Company has agreed to pay each independent director a telephonic meeting fee of $1,000 or in-person meeting fee of $1,500 for each meeting attended by such independent director. The Company has also agreed to pay the Chairperson of the Audit Committee an annual retainer of $7,500 and the Chairperson of the Compensation Committee an annual retainer of $5,000. The fees will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees, therefore, these amounts are not accrued in the accompanying financial statements. Registration Rights Pursuant to a registration rights agreement entered into on January 24, 2018, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and the warrants 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. In addition, the holders 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. However, the registration rights agreement provides 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. Underwriters Agreement The underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $4,375,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Deferred Legal Fee On January 30, 2018, in connection with the closing of the Initial Public Offering, the Company became obligated to pay its attorneys a deferred legal fee of $72,500 upon consummation of a Business Combination. Accordingly, the Company recorded $72,500 as deferred legal payable in the accompanying balance sheet at December 31, 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class F Common Stock The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment as follows. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering in connection with the closing of a Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. Warrants The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. ● If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 8. INCOME TAX The Company does not have any significant deferred tax assets or liabilities at December 31, 2018 and 2017. The income tax provision consists of the following: Year Ended December 31, For the Period from April 12, 2017 (inception) through December 31, Federal Current $ 284,958 $ — Deferred 1,952 (507 ) State Current $ — $ — Deferred — — Change in valuation allowance (1,952 ) 507 Income tax provision $ 284,958 $ — In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, For the Period from April 12, 2017 (inception) through December 31, Statutory federal income tax rate (21.0 )% (34.0 )% State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability rate change 0.0 % 13.0 % Change in valuation allowance 0.1 % 21.0 % Income tax provision (20.9 )% 0.00 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers Florida to be a significant state tax jurisdiction. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2018 and 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 128,396,771 $ — |
Selected Quarterly Information
Selected Quarterly Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY INFORMATION (UNAUDITED) | NOTE 10. SELECTED QUARTERLY INFORMATION (UNAUDITED) The following table presents summarized unaudited quarterly financial data for each of the four quarters for the year ended December 31, 2018 and for the period from April 12, 2017 (inception) through December 31, 2017. The data has been derived from the Company’s unaudited financial statements that, in management's opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information when read in conjunction with the financial statements and notes thereto. The results of operations for any quarter are not necessarily indicative of the results of operations for any future period. First Second Third Fourth Year ended December 31, 2018 Operating costs $ 229,889 $ 186,300 $ 170,280 $ 194,065 Interest income $ 292,038 $ 513,904 $ 628,346 $ 698,688 Unrealized (loss) gain on marketable securities $ (16,762 ) $ 36,642 $ (19,592 ) $ 13,507 Net income $ 35,856 $ 287,754 $ 346,395 $ 411,274 Basic and diluted loss per share $ (0.05 ) $ (0.02 ) $ (0.02 ) $ (0.02 ) First Second Third Fourth For the period from April 12, 2017 (inception) through December 31, 2017 Operating costs $ — $ 1,002 $ 24 $ 1,390 Net loss $ — $ (1,002 ) $ (24 ) $ (1,390 ) Basic and diluted loss per share $ — $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 and 2017. |
Marketable Securities held in Trust Account | Marketable Securities held in Trust Account At December 31, 2018, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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 the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2018 and 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The Company completed its analysis which resulted in no material changes to the financial statements. |
Net loss per common share | Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Weighted average shares outstanding at December 31, 2017 were reduced for the effect of an aggregate of 468,750 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The Company applies the two-class method in calculating earnings per share. An aggregate of 11,572,288 shares of common stock subject to possible redemption at 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 warrants sold in the Initial Public Offering and private placement to purchase 17,400,000 shares of Class A common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. |
Reconciliation of net loss per common share | 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 income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net loss per common share is calculated as follows: Year Ended For the Period from Net income (loss) $ 1,081,279 $ (2,416 ) Less: Income attributable to common stock subject to redemption (1,571,048 ) — Adjusted net loss $ (489,769 ) $ (2,416 ) Weighted average shares outstanding, basic and diluted 3,953,561 3,125,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2018 and 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. |
Recently issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | Year Ended For the Period from Net income (loss) $ 1,081,279 $ (2,416 ) Less: Income attributable to common stock subject to redemption (1,571,048 ) — Adjusted net loss $ (489,769 ) $ (2,416 ) Weighted average shares outstanding, basic and diluted 3,953,561 3,125,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.00 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | Year Ended December 31, For the Period from April 12, 2017 (inception) through December 31, Federal Current $ 284,958 $ — Deferred 1,952 (507 ) State Current $ — $ — Deferred — — Change in valuation allowance (1,952 ) 507 Income tax provision $ 284,958 $ — |
Schedule of reconciliation of the federal income effective tax rate | Year Ended December 31, For the Period from April 12, 2017 (inception) through December 31, Statutory federal income tax rate (21.0 )% (34.0 )% State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability rate change 0.0 % 13.0 % Change in valuation allowance 0.1 % 21.0 % Income tax provision (20.9 )% 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Description Level December 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 128,396,771 $ — |
Selected Quarterly Informatio_2
Selected Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly information (unaudited) | First Second Third Fourth Year ended December 31, 2018 Operating costs $ 229,889 $ 186,300 $ 170,280 $ 194,065 Interest income $ 292,038 $ 513,904 $ 628,346 $ 698,688 Unrealized (loss) gain on marketable securities $ (16,762 ) $ 36,642 $ (19,592 ) $ 13,507 Net income $ 35,856 $ 287,754 $ 346,395 $ 411,274 Basic and diluted loss per share $ (0.05 ) $ (0.02 ) $ (0.02 ) $ (0.02 ) First Second Third Fourth For the period from April 12, 2017 (inception) through December 31, 2017 Operating costs $ — $ 1,002 $ 24 $ 1,390 Net loss $ — $ (1,002 ) $ (24 ) $ (1,390 ) Basic and diluted loss per share $ — $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Description of Organization and Business Operations (Textual) | |||
Business combination fair market value, percentage | 80.00% | ||
Business combination percentage of voting securities | 50.00% | ||
Business combination, description | The completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). | ||
Business combination net tangible assets | $ 5,000,001 | ||
Class A common stock sold, description | Aggregate of 20% or more. | ||
Maximum maturity of securities held in trust account | 180 days | ||
Underwriting fees | $ 2,500,000 | ||
Deferred underwriting fees | 4,375,000 | ||
Other underwriting costs | 677,731 | ||
Cash held outside of trust account | 1,100,000 | ||
Working capital | 89,557 | ||
Marketable securities held in Trust Account | 128,396,771 | ||
Operating bank accounts | 3,193 | 89,557 | |
Working capital | 48,331 | ||
Income taxes payable | 284,958 | ||
Interest income on deposit | 2,147,000 | ||
Aggregate of finance transaction costs | $ 7,552,731 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Description of proposed offering to business combination | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less amounts previously released to pay taxes and less interest to pay dissolution expenses of up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Consummated sale of warrants | 4,900,000 | ||
Price of per warrant | $ 1 | ||
Gross proceeds private placement warrants | $ 4,900,000 | ||
Purchase price of warrants | $ 1 | ||
Initial Public Offering and Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Net proceeds of sale of units | $ 126,250,000 | ||
Sale of price per unit | $ 10.10 | ||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Consummated initial public offering units | 12,500,000 | ||
Gross proceeds initial public offering | $ 125,000,000 | ||
Founder Shares [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Description of proposed offering to business combination | The Company’s obligation to redeem 100% of its Public Shares. | ||
Price per unit sold | $ 10.10 | ||
Sponsor [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Price of per warrant | $ 1 | ||
Income taxes payable | $ 449,808 | ||
Aggregate of finance transaction costs | $ 365,000 | ||
Purchase price of warrants | $ 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | ||||
Accounting Policies [Abstract] | |||||||||||||
Net income (loss) | $ 411,274 | $ 346,395 | $ 287,754 | $ 35,856 | $ (1,390) | $ (24) | $ (1,002) | $ (2,416) | $ 1,081,279 | ||||
Less: Income attributable to common stock subject to redemption | (1,571,048) | ||||||||||||
Adjusted net loss | $ (2,416) | $ (489,769) | |||||||||||
Weighted average shares outstanding, basic and diluted | [1] | 3,125,000 | 3,953,561 | ||||||||||
Basic and diluted net loss per common share | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.05) | $ 0 | $ 0 | $ 0 | $ 0 | [2] | $ (0.12) | [2] | ||
[1] | Excludes an aggregate of up to 11,572,288 shares subject to possible redemption at December 31, 2018 and an aggregate of 468,750 shares that were subject to forfeiture at December 31, 2017. | ||||||||||||
[2] | Excludes income of $1,571,048 attributable to shares subject to possible redemption for the year ended December 31, 2018. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||
Purchase of common stock | 17,400,000 | ||
Shares of common stock that were subject to forfeiture | 468,750 | 11,572,288 | |
Federal depository insurance coverage | $ 250,000 | ||
US statutory tax rate | 34.00% | 21.00% | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
US statutory tax rate | 21.00% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
US statutory tax rate | 35.00% |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Jan. 30, 2018 | Dec. 31, 2018 | |
Initial Public Offering (Textual) | ||
Sale of units | 12,500,000 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Textual) | ||
Sale of units | 12,500,000 | |
Purchase price per units | $ 10 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Textual) | ||
Public warrant description | Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Private Placement (Textual) | |
Purchase of private placement warrants | shares | 4,900,000 |
Price per warrant | $ / shares | $ 1 |
Proceeds from private placement warrants | $ | $ 4,900,000 |
Private placement warrant, description | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2018 | Mar. 12, 2018 | Dec. 31, 2017 | |
Related Party Transactions (Textual) | ||||
Business combination, description | (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the last sales price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their common stock for cash, securities or other property. | |||
Advances from related party | $ 55,207 | |||
Sponsor monthly fee | 10,000 | |||
Fees for services | 110,000 | |||
Accounts payable and accrued expenses | 60,000 | |||
Aggregate of finance transaction costs | 7,552,731 | |||
Working capital loans | $ 1,500,000 | |||
Converted into warrants at price per warrant | $ 1 | |||
Initial Public Offering [Member] | ||||
Related Party Transactions (Textual) | ||||
Advances from related party | $ 143,302 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Textual) | ||||
Issuance of common stock to sponsor, shares | 3,593,750 | |||
Issuance of common stock to sponsor | $ 25,000 | |||
Conversion ratio | One-for-one basis | |||
Aggregate shares held by sponsor subject to forfeiture | 468,750 | |||
Issued and outstanding shares, percentage | 20.00% | |||
Founder shares were forfeited | 468,750 | |||
Founder shares outstanding | 3,125,000 | |||
Sponsor [Member] | ||||
Related Party Transactions (Textual) | ||||
Aggregate of finance transaction costs | $ 365,000 | |||
Purchase price of warrants | $ 1 |
Commitments (Details)
Commitments (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Commitments (Textual) | |||
Directors annual retainer fees | $ 20,000 | ||
Deferred legal fee | $ 72,500 | 72,500 | |
Deferred legal payable | $ 72,500 | ||
Underwriters Agreement [Member] | |||
Commitments (Textual) | |||
Deferred fee, percentage | 3.50% | ||
Underwriters agreement, description | The underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $4,375,000. | ||
Director Compensation [Member] | |||
Commitments (Textual) | |||
Description of commitments contingent | The Company has agreed to pay each independent director a telephonic meeting fee of $1,000 or in-person meeting fee of $1,500 for each meeting attended by such independent director. The Company has also agreed to pay the Chairperson of the Audit Committee an annual retainer of $7,500 and the Chairperson of the Compensation Committee an annual retainer of $5,000. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Description of public warrants for redemption | The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days' prior written notice of redemption; and ● if, and only if, the last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. ● If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. | |
Shares issued and outstanding ownership percentage | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders' Equity (Textual) | ||
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 927,712 | 0 |
Common stock, shares outstanding | 927,712 | 0 |
Common stock subject to possible redemption | 11,572,288 | 0 |
Class F Common Stock [Member] | ||
Stockholders' Equity (Textual) | ||
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,125,000 | 3,593,750 |
Common stock, shares outstanding | 3,125,000 | 3,593,750 |
Shares subject to forfeiture | 0 | 468,750 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Federal | ||
Current | $ 284,958 | |
Deferred | (507) | 1,952 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 507 | (1,952) |
Income tax provision | $ 284,958 |
Income Tax (Details 1)
Income Tax (Details 1) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (34.00%) | (21.00%) |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Deferred tax liability rate change | 13.00% | 0.00% |
Change in valuation allowance | 21.00% | 0.10% |
Income tax provision | 0.00% | (20.90%) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Marketable securities held in Trust Account | $ 128,396,771 | |
Level 1 [Member] | ||
Marketable securities held in Trust Account | $ 128,396,771 |
Selected Quarterly Informatio_3
Selected Quarterly Information (Unaudited) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Operating costs | $ 194,065 | $ 170,280 | $ 186,300 | $ 229,889 | $ 1,390 | $ 24 | $ 1,002 | $ 2,416 | $ 780,534 | |||
Interest income | 698,688 | 628,346 | 513,904 | 292,038 | 2,132,976 | |||||||
Unrealized (loss) gain on marketable securities | 13,507 | (19,592) | 36,642 | (16,762) | 13,795 | |||||||
Net income (loss) | $ 411,274 | $ 346,395 | $ 287,754 | $ 35,856 | $ (1,390) | $ (24) | $ (1,002) | $ (2,416) | $ 1,081,279 | |||
Basic and diluted loss per share | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.05) | $ 0 | $ 0 | $ 0 | $ 0 | [1] | $ (0.12) | [1] | |
[1] | Excludes income of $1,571,048 attributable to shares subject to possible redemption for the year ended December 31, 2018. |