Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Entity Registrant Name | CF Finance Acquisition Corp. | |
Entity Central Index Key | 0001728041 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity File Number | 001-38759 | |
Entity Incorporation, State or Country Code | DE | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 28,858,413 | |
Common Class A [Member] | NASDAQ CAPITAL MARKET [Member] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | CFFA | |
Security Exchange Name | NASDAQ | |
Common Stock Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 7,064,603 | |
Common Class A Units[Member] | NASDAQ CAPITAL MARKET [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and three-quarters of one redeemable warrant | |
Trading Symbol | CFFAU | |
Security Exchange Name | NASDAQ | |
Common Class A Warrant [Member] | NASDAQ CAPITAL MARKET [Member] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | CFFAW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | |
Current assets | |||
Cash | $ 291,847 | $ 560,027 | |
Other assets | 37,500 | ||
Total current assets | 329,347 | 560,027 | |
Cash and investments held in Trust Account | 288,958,260 | 277,973,009 | |
Total assets | 289,287,607 | 278,533,036 | |
Liabilities and Stockholders' Equity | |||
Sponsor loan - promissory note | 2,825,841 | 2,750,000 | |
Payables to related party | 124 | 100,000 | |
Accrued liabilities | 1,224,029 | 28,169 | |
Total liabilities | 4,049,994 | 2,878,169 | |
Common stock subject to possible redemption, 27,746,298 and 26,797,511 shares, as of June 30, 2019 and December 31, 2018, respectively, actual and adjusted, at redemption value of $10.10 | 280,237,610 | 270,654,861 | |
Stockholders' equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2019 and December 31, 2018 | |||
Additional paid-in-capital | 2,810,220 | 4,808,810 | |
Retained earnings | 2,188,965 | 190,347 | |
Total stockholders' equity | 5,000,003 | 5,000,006 | |
Total liabilities and stockholders' equity | 289,287,607 | 278,533,036 | |
Common Class A [Member] | |||
Stockholders' equity | |||
Common stock | 111 | 130 | |
Common Stock Class B [Member] | |||
Stockholders' equity | |||
Common stock | $ 707 | $ 719 | [1] |
[1] | As of December 31, 2018, included an aggregate of 312,500 shares held by the Sponsor that were subject to forfeiture to the extent that the underwriter's over-allotment option was not exercised in full (see Note 7). This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 2.5-for-1 stock split (see Note 7). |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2019 | |
Common stock subject to possible redemption | 26,797,511 | 27,746,298 |
Common stock subject to possible redemption (in dollars per share) | $ 10.10 | $ 10.10 |
Preferred stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 1,000,000 | 1,000,000 |
Preferred stock issued | ||
Preferred stock outstanding | ||
Common Class A [Member] | ||
Common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized | 100,000,000 | 100,000,000 |
Common stock issued | 1,302,489 | 1,112,115 |
Common stock outstanding | 1,302,489 | 1,112,115 |
Common Stock Class B [Member] | ||
Common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized | 10,000,000 | 10,000,000 |
Common stock issued | 7,187,500 | 7,064,603 |
Common stock outstanding | 7,187,500 | 7,064,603 |
Common Stock Class B [Member] | Over-Allotment Option [Member] | Sponsor [Member] | ||
Number of shares subject to forfeited | 312,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||||
Revenue | ||||||||
Expense | ||||||||
Other expenses | 111,093 | 215,432 | 385 | |||||
Loss from operations | (111,093) | (215,432) | (385) | |||||
Other income - Interest income on Trust Account | 1,706,870 | 3,325,280 | ||||||
Income (loss) before provision for income taxes | 1,595,777 | 3,109,848 | (385) | |||||
Provision for income taxes | 596,491 | 1,111,230 | ||||||
Net income (loss) attributable to common stock | $ 999,286 | $ 1,998,618 | $ (385) | |||||
Common Stock Class A Public Shares [Member] | ||||||||
Weighted average number of common stock outstanding: | ||||||||
Weighted average number of common stock outstanding (in shares) | 28,258,413 | 28,140,438 | ||||||
Basic and diluted net income (loss) per share: | ||||||||
Basic and diluted net income (loss) per share (in dollars per share) | $ 0.04 | $ 0.08 | ||||||
Common Stock Class A Private Placement [Member] | ||||||||
Weighted average number of common stock outstanding: | ||||||||
Weighted average number of common stock outstanding (in shares) | 600,000 | 600,000 | ||||||
Basic and diluted net income (loss) per share: | ||||||||
Basic and diluted net income (loss) per share (in dollars per share) | $ (0.01) | $ (0.03) | ||||||
Common Stock Class B [Member] | ||||||||
Weighted average number of common stock outstanding: | ||||||||
Weighted average number of common stock outstanding (in shares) | 7,064,603 | [1] | 6,250,000 | [2] | 7,035,109 | [1] | 6,250,000 | [2] |
Basic and diluted net income (loss) per share: | ||||||||
Basic and diluted net income (loss) per share (in dollars per share) | $ (0.01) | $ (0.03) | ||||||
[1] | On January 29, 2019 an aggregate of 122,897 shares held by the Sponsor were forfeited (see Note 7). | |||||||
[2] | This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 2.5-for-1 stock split (see Note 7). Excludes an aggregate of 937,500 shares held by the Sponsor that were subject to forfeiture to the extent that the underwriters' over-allotment option is not exercised in full. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) - Sponsor [Member] - shares | Jan. 29, 2019 | Jan. 17, 2018 | Dec. 31, 2018 |
Stock split | 2.5-for-1 | ||
Common Stock Class B [Member] | Over-Allotment Option [Member] | |||
Number of shares forfeited | 122,897 | ||
Number of shares subject to forfeited | 937,500 | 312,500 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Class A [Member] | Common Stock Class B [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Deficit) [Member] | Total | |
Balance at beginning at Dec. 31, 2017 | $ 719 | [1] | $ 49,664 | $ (6,900) | $ 43,483 | |
Balance at beginning (in shares) at Dec. 31, 2017 | 7,187,500 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (385) | |||||
Balance at ending at Mar. 31, 2018 | $ 719 | 49,664 | (7,286) | 43,098 | ||
Balance at ending (in shares) at Mar. 31, 2018 | 7,187,500 | |||||
Balance at beginning at Dec. 31, 2017 | $ 719 | [1] | 49,664 | (6,900) | 43,483 | |
Balance at beginning (in shares) at Dec. 31, 2017 | 7,187,500 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (385) | |||||
Balance at ending at Jun. 30, 2018 | $ 719 | 7,187,500 | (7,286) | 43,098 | ||
Balance at ending (in shares) at Jun. 30, 2018 | 7,187,500 | |||||
Balance at beginning at Mar. 31, 2018 | $ 719 | 49,664 | (7,286) | 43,098 | ||
Balance at beginning (in shares) at Mar. 31, 2018 | 7,187,500 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | ||||||
Balance at ending at Jun. 30, 2018 | $ 719 | 7,187,500 | (7,286) | 43,098 | ||
Balance at ending (in shares) at Jun. 30, 2018 | 7,187,500 | |||||
Balance at beginning at Dec. 31, 2018 | $ 130 | $ 719 | 4,808,810 | 190,347 | 5,000,006 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 1,302,489 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of Class A common stock to the public | $ 76 | 7,584,054 | 7,584,130 | |||
Sale of Class A common stock to the public (in shares) | 758,413 | |||||
Forfeiture of common stock to sponsor at $0.0001 par value | $ (12) | [2] | 12 | |||
Forfeiture of common stock to sponsor at $0.0001 par value (in shares) | (122,897) | |||||
Shares subject to possible redemption | $ (85) | (8,583,380) | (8,583,465) | |||
Shares subject to possible redemption (in shares) | (849,848) | |||||
Net income (loss) | 999,332 | 999,332 | ||||
Balance at ending at Mar. 31, 2019 | $ 121 | $ 707 | 3,809,496 | 1,189,679 | 5,000,003 | |
Balance at ending (in shares) at Mar. 31, 2019 | 1,211,054 | 7,064,603 | ||||
Balance at beginning at Dec. 31, 2018 | $ 130 | $ 719 | 4,808,810 | 190,347 | 5,000,006 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 1,302,489 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 1,998,618 | |||||
Balance at ending at Jun. 30, 2019 | 2,810,220 | 2,188,965 | ||||
Balance at ending (in shares) at Jun. 30, 2019 | 1,112,115 | 7,064,603 | ||||
Balance at beginning at Mar. 31, 2019 | $ 121 | $ 707 | 3,809,496 | 1,189,679 | 5,000,003 | |
Balance at beginning (in shares) at Mar. 31, 2019 | 1,211,054 | 7,064,603 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares subject to possible redemption | $ (10) | (999,276) | (999,286) | |||
Shares subject to possible redemption (in shares) | (98,939) | |||||
Net income (loss) | 999,286 | $ 999,286 | ||||
Balance at ending at Jun. 30, 2019 | $ 2,810,220 | $ 2,188,965 | ||||
Balance at ending (in shares) at Jun. 30, 2019 | 1,112,115 | 7,064,603 | ||||
[1] | This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 2.5-for-1 stock split (see Note 7). | |||||
[2] | On January 29, 2019 an aggregate of 122,897 shares held by the Sponsor were forfeited (see Note 7). |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Parenthetical) - Sponsor [Member] - shares | Jan. 29, 2019 | Jan. 17, 2018 |
Stock split | 2.5-for-1 | |
Common Stock Class B [Member] | Over-Allotment Option [Member] | ||
Number of shares forfeited | 122,897 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net income/(loss) | $ 1,998,618 | $ (385) |
Adjustments to reconcile net income/(loss) to net cash used in operating activities | ||
Interest earned on held to maturity securities held in Trust Account | (3,325,280) | |
(Increase) decrease in operating assets | ||
Other assets | (37,500) | |
Deferred offering costs | (43,716) | |
Increase (decrease) in operating liabilities | ||
Payable to related party | 124 | 44,101 |
Accrued Offering costs | ||
Accrued liabilities | 1,195,860 | |
Net cash used in operating activities | (168,178) | |
Cash flows from investing activities | ||
Proceeds deposited in Trust Account | (7,659,971) | |
Net cash used in investing activities | (7,659,971) | |
Cash flows from financing activities | ||
Proceeds from sale of units in the initial public offering, net of underwriting discount and offering cost paid | 7,584,128 | |
Proceeds from related party promissory notes | 75,841 | |
Payment of related party payable | (100,000) | |
Net cash provided by financing activities | 7,559,969 | |
Net decrease in cash | (268,180) | |
Cash at beginning of period | 560,027 | 45,890 |
Cash at end of period | 291,847 | 45,890 |
Supplemental disclosure of non-cash financing activities | ||
Change in common stock subject to possible redemption | $ 9,582,751 |
Description of Business and Ope
Description of Business and Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Operations | 1. Description of Business and Operations Description of Business - Although the Company is not limited to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services or real estate industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2019, the Company had not yet commenced operations. All activity for the three and six months ended June 30, 2019 and 2018 relates to the Company’s formation and Public Offering described below and, subsequent to the Public Offering, efforts have been directed toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. The Company has selected December 31 st The Company’s Sponsor is CF Finance Holdings LLC (the “Sponsor”). The registration statement for the Public Offering (see Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on December 12, 2018. The Company intends to finance a Business Combination with the proceeds of approximately $282,600,000 from the Public Offering, $6,000,000 from the Private Placement (see Note 4) and approximately $2,826,000 from the Sponsor loan (see Note 4). Offering costs for the Public Offering amounted to approximately $5,585,900, consisting of $5,100,000 of underwriting fees and approximately $485,900 of other costs. Initial Business Combination - The Company will provide its holders of the outstanding shares of its Class A common stock, par value $0.0001 (“Class A common stock”), sold in the Public Offering (the “public stockholders”) with the opportunity to redeem all or a portion of their public shares (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares (see Note 3) for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share).These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. Notwithstanding the foregoing, the 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 more than an aggregate of 20% or more of the Class A common stock sold in the Public Offering, without the prior consent of the Company. The initial stockholders, officers and directors have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) 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 or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract - Failure to Consummate a Business Combination - The initial stockholders, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders, officers and directors acquire Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. 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 only $10.10 per share initially held in the Trust Account. 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 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, except for the Company’s independent registered public accounting firm, 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. The Trust Account - |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation - In connection with the Company’s going concern considerations in accordance with ASU 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Emerging growth company - 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 unaudited condensed 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 - Cash and investments held in Trust Account - Deferred Offering Costs - Income Taxes Income Taxes ASC Topic 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the unaudited condensed statements of operations. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2019 and December 31, 2018. The Company may be subject to examination by federal, state and city taxing authorities in the areas of income taxes. The Company is currently not under examination by tax authorities and is not aware of any issues that may result in significant payments or accruals. Accordingly, the Company does not believe that the amounts of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share - Earnings Per Share” As of June 30, 2019, the Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 21,643,809 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As of June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Net income per share, for Class A – public shares common stock is calculated by dividing the interest income earned on the Trust Account less interest to pay taxes permitted to be withdrawn from the Trust Account by the weighted average number of Class A – public shares common stock outstanding for the period. Net income per share, Class A excludes the shares sold in the private placement because those shares do not have the same redemption rights as the Class A shares sold in the Public Offering. Net income per share, Class A – private placement and Class B common stock is calculated by dividing the net income, excluding interest income earned on the Trust Account and interest to pay taxes permitted to be withdrawn from the Trust Account, by the weighted average number of Class A – private placement and Class B common stock outstanding for the period. Concentration of Credit Risk - Financial Instruments - Fair Value Measurements and Disclosures” Recently Issued Accounting Pronouncements |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Public Offering | 3. Public Offering The Company closed the Public Offering for the sale of approximately 28,260,000 Units at a price of $10.00 per Unit, yielding gross proceeds of approximately $282,600,000. In December 2018, the Company closed the Public Offering for the sale of 27,500,000 Units at a price of $10.00 per Unit, yielding proceeds of $275,000,000. The closings occurred on December 17, 2018 with respect to 25,000,000 Units and on December 31, 2018 with respect to 2,500,000 Units related to the partial exercise of the underwriter’s over-allotment option. In January 2019, the underwriter exercised the over-allotment option of 758,413 additional Units at $10.00 per Unit, yielding proceeds of $7,584,130. Each Unit consists of one share of Class A common stock, and three-quarters of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). Simultaneous with the closing of the Public Offering on December 17, 2018, the Sponsor purchased an aggregate of 600,000 Private Placement Units at a price of $10.00 per Unit ($6,000,000 in the aggregate) in a private placement. Each Unit consists of one share of Class A common stock and three-quarters of one warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Private Placement Units are not redeemable from funds deposited in the Trust Account. Upon the December 2018 and January 2019 closings of the Public Offering, the Sponsor funded loans in the amount of $2,750,000 and $75,841, respectively, pursuant to a promissory note issued by the Company. The promissory note is at nominal or no interest (see Note 4). Upon the closing of the Public Offering and the sale of the Private Placement Units, and taking into consideration the offering costs, an aggregate of approximately $286,000,000 was deposited in the Trust Account. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder shares In July 2014, the Sponsor purchased 2,875,000 Founder Shares of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $383. During 2015, the Sponsor contributed an additional $50,000 to the Company’s paid-in capital for no additional shares. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions (see Note 7). On January 17, 2018, the Sponsor effectuated a recapitalization of the Company, which included a 2.5-for-1 stock split resulting in an aggregate of 7,187,500 Founder Shares outstanding and held by the Sponsor. Information contained in the unaudited condensed financial statements has been adjusted for this split. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. In January 2019, 122,897 shares were forfeited by the Sponsor so that the Founder Shares represent 20% of the Company’s issued and outstanding shares after the Public Offering (not including the placement shares). The initial stockholders, officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Upon the December 17, 2018 closing of the Public Offering, the Sponsor paid the Company $6,000,000 for the purchase of the 600,000 Private Placement Units at a price of $10.00 per Private Placement Unit. Each Unit consists of one share of Class A common stock and three-quarters of one warrant. Each whole warrant sold as part of each Private Placement Unit is exercisable for one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Units were added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the trust account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law). The warrants included in the Private Placement Units will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The warrants will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter The underwriter is an affiliate of the Sponsor (see Note 5). Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the warrants included in the Private Placement Units. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, in the form of a loan, up to $750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements prior to the Company’s initial Business Combination. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the Sponsor. The Sponsor previously made available to the Company, under a promissory note, up to $300,000 to be used for a portion of the expenses of the Public Offering. The promissory note is non-interest bearing and was not repaid in full upon the completion of the Public Offering. As of June 30, 2019 and December 31, 2018, the Company had amounts outstanding under the promissory note of approximately $100 and $100,000, respectively. Sponsor Loan Upon the closings of the Public Offering, the Sponsor funded loans in the amount of $2,750,000 in December 2018 and $75,841 in January 2019 for an aggregate of $2,825,841, pursuant to a promissory note issued by the Company. The promissory note is interest free. The proceeds of the Sponsor loans were deposited into the Trust Account and will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Sponsor loans shall be repaid or converted into Sponsor loan units, at the Sponsor’s discretion, only upon consummation of the Business Combination. The Sponsor loan units would be identical to the Units sold in the Public Offering except that the Sponsor loan warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor loan was extended in order to ensure that the amount in the Trust Account was initially $10.10 per Public Share. If there is no Business Combination, the Sponsor loan will not be repaid and the loan’s proceeds will be distributed to the public stockholders. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor loan. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 5. Commitments Registration Rights The holders of Founder Shares, Private Placement Units (and component securities) and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). The registration rights agreement was signed on December 12, 2018. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Cantor Fitzgerald & Co, the underwriter of the Public Offering and an affiliate of the Sponsor, purchased approximately 3,260,000 additional Units to cover over-allotments, at the Public Offering price less the underwriting discounts and commissions. The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, even if the underwriter’s over-allotment was exercised in full. The underwriter has paid approximately $32,600,000 for 3,260,000 Units. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Public Offering in consideration for its services and expenses as the qualified independent underwriter. The independent underwriter will receive no other compensation. The fee was charged directly to stockholders' equity upon completion of the IPO. Business Combination Marketing Agreement The Company has engaged Cantor Fitzgerald & Co. as an advisor in connection with the Company’s initial Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s 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 the Business Combination. The Company will pay Cantor Fitzgerald & Co. a cash fee for such services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Public Offering, including any proceeds from the partial exercise of the underwriters’ over-allotment option. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Trust Account And Fair Value Measurements | |
Trust Account and Fair Value Measurements | 6. Trust Account and Fair Value Measurements As of June 30, 2019 and December 31, 2018, investment securities in the Company Trust Account consisted of $288,755,381 and $252,721,203, respectively, in U.S. government treasury bills, and $202,879 held in money market fund and $25,251,806 held in cash, respectively. The Company classifies its Treasury Instruments and equivalent securities as held-to-maturity in accordance with FASB ASC 320 " Investments - Debt and Equity Securities June 30, 2019 Description Carrying Gross Quoted Assets: Money market fund $ 202,879 $ — $ 202,879 U.S. government securities 288,755,381 106,115 288,861,496 Total $ 288,958,260 $ 106,115 $ 289,064,375 December 31, 2018 Description Carrying Gross Quoted Assets: Cash $ 25,251,806 $ — $ 25,251,806 U.S. government securities 252,721,203 (30,458 ) 252,690,745 Total $ 277,973,009 $ (30,458 ) $ 277,942,551 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Class A Common Stock - Class B Common Stock - The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. 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 sold in the Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Public Offering, not including the Private Placement Units, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred stock - Warrants - The warrants included in the Private Placement Units are identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the warrants included in the Private Placement Units and the Class A common stock issuable upon the exercise of the warrants included in the Private Placement Units are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the warrants included in the Private Placement Units will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the warrants included in the Private Placement Units are held by someone other than the initial purchasers or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The warrants will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants (except with respect to the warrants included in the Private Placement Units): ● 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; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of 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. On January 17, 2018, the Sponsor effectuated a recapitalization of the Company, which included a 2.5-for-1 stock split resulting in an aggregate of 7,187,500 Founder Shares outstanding and held by the Sponsor (312,500 of which were subject to forfeiture as the underwriter’s over-allotment option was not exercised in full by December 31, 2018. After the underwriter exercised the second over-allotment on January 29, 2019, the shares forfeited were 122,897). Information contained in the unaudited condensed financial statements has been adjusted for this split. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events The Company has evaluated subsequent events through the date the unaudited condensed financial statements were issued. There have been no additional material subsequent events that would require recognition in these unaudited condensed financial statements or disclosure in the notes to the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation - In connection with the Company’s going concern considerations in accordance with ASU 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
Emerging growth company | Emerging growth company - 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 unaudited condensed 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 - |
Cash and investments held in Trust Account | Cash and investments held in Trust Account - |
Deferred Offering Costs | Deferred Offering Costs - |
Income Taxes | Income Taxes Income Taxes ASC Topic 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the unaudited condensed statements of operations. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2019 and December 31, 2018. The Company may be subject to examination by federal, state and city taxing authorities in the areas of income taxes. The Company is currently not under examination by tax authorities and is not aware of any issues that may result in significant payments or accruals. Accordingly, the Company does not believe that the amounts of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share - Earnings Per Share” As of June 30, 2019, the Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 21,643,809 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As of June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Net income per share, for Class A – public shares common stock is calculated by dividing the interest income earned on the Trust Account less interest to pay taxes permitted to be withdrawn from the Trust Account by the weighted average number of Class A – public shares common stock outstanding for the period. Net income per share, Class A excludes the shares sold in the private placement because those shares do not have the same redemption rights as the Class A shares sold in the Public Offering. Net income per share, Class A – private placement and Class B common stock is calculated by dividing the net income, excluding interest income earned on the Trust Account and interest to pay taxes permitted to be withdrawn from the Trust Account, by the weighted average number of Class A – private placement and Class B common stock outstanding for the period. |
Concentration of Credit Risk | Concentration of Credit Risk - |
Financial Instruments | Financial Instruments - Fair Value Measurements and Disclosures” |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Trust Account And Fair Value Measurements | |
Schedule of fair value investments, securities as held to maturity | Since all of the Company's permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: June 30, 2019 Description Carrying Gross Quoted Assets: Money market fund $ 202,879 $ — $ 202,879 U.S. government securities 288,755,381 106,115 288,861,496 Total $ 288,958,260 $ 106,115 $ 289,064,375 December 31, 2018 Description Carrying Gross Quoted Assets: Cash $ 25,251,806 $ — $ 25,251,806 U.S. government securities 252,721,203 (30,458 ) 252,690,745 Total $ 277,973,009 $ (30,458 ) $ 277,942,551 |
Description of Business and O_2
Description of Business and Operations (Details Narrative) - USD ($) | Dec. 17, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 |
Date of incorporation | Jul. 9, 2014 | ||||
Proceeds from issuance offering | $ 7,584,128 | ||||
Description of restriction of stock | 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 more than an aggregate of 20% or more of the Class A common stock sold in the Public Offering, without the prior consent of the Company. | ||||
Description of failure to consummate business combination | Unable to complete a Business Combination within 18 months from the closing of the Public Offering (the “Combination Period”) by June 17, 2020, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | ||||
Proceeds from sponsor loan | $ 2,826,000 | ||||
Deposit in Trust Account [Member] | |||||
Common stock, conversion price (in dollars per share) | $ 10.10 | ||||
Trust Account [Member] | U.S. Government Treasury Bills [Member] | |||||
Investment securities in trust account | $ 252,721,203 | $ 288,755,381 | |||
Trust Account [Member] | Cash [Member] | |||||
Investment securities in trust account | $ 25,251,806 | ||||
Trust Account [Member] | Money Market Funds [Member] | |||||
Investment securities in trust account | $ 202,879 | ||||
Sponsor [Member] | Trust Account [Member] | |||||
Sale of stock, price per share (in dollars per share) | $ 10.10 | ||||
Minimum [Member] | |||||
Net tangible assets | $ 5,000,001 | ||||
Common Class A [Member] | |||||
Common stock (in dollars) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Public Offering [Member] | |||||
Proceeds from issuance offering | $ 275,000,000 | $ 282,600,000 | |||
Offering costs | 5,585,900 | ||||
Underwriting fees | 5,100,000 | ||||
Other offering costs | $ 485,900 | ||||
Sale of stock, price per share (in dollars per share) | $ 10 | $ 10 | |||
Number of shares issued in transaction | 27,500,000 | 28,260,000 | |||
Private Placement [Member] | |||||
Proceeds from issuance offering | $ 6,000,000 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Sale of stock, price per share (in dollars per share) | $ 10 | ||||
Number of shares issued in transaction | 600,000 | ||||
Private Placement [Member] | Forward Purchase Contract [Member] | Sponsor [Member] | |||||
Sale of stock, price per share (in dollars per share) | $ 10 | ||||
Gross proceeds from issuance offering | $ 30,000,000 | ||||
Number of shares issued in transaction | 3,000,000 | ||||
Private Placement [Member] | Common Class A [Member] | Forward Purchase Contract [Member] | Sponsor [Member] | |||||
Number of shares issued in transaction | 750,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Jun. 30, 2019USD ($)$ / shares | |
Credit Risk Contract [Member] | Federal Depository Insurance Coverage [Member] | |
Increase in cash accounts in financial institution | $ 250,000 |
Warrant [Member] | Common Class A [Member] | Public Offering And Private Placement [Member] | |
Ant-dilutive earnings per share | $ / shares | $ 21,643,809 |
Sponsor [Member] | |
Related party transaction | $ 750,000 |
Sponsor [Member] | Related Party Loan [Member] | |
Related party transaction | $ 1,500,000 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - USD ($) | Dec. 17, 2018 | Jan. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Proceeds from issuance offering | $ 7,584,128 | |||||
Deposit in Trust Account [Member] | ||||||
Proceeds from issuance of private placement | $ 286,000,000 | |||||
Public Offering [Member] | ||||||
Number of shares issued in transaction | 27,500,000 | 28,260,000 | ||||
Stock price (in dollars per share) | $ 10 | $ 10 | $ 10 | |||
Proceeds from issuance offering | $ 275,000,000 | $ 282,600,000 | ||||
Sale of stock, description of transaction | Each Unit consists of one share of Class A common stock, and three-quarters of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |||||
Private Placement [Member] | ||||||
Proceeds from issuance offering | $ 6,000,000 | |||||
Underwriter's [Member] | Over-Allotment Option [Member] | ||||||
Number of shares issued in transaction | 758,413 | |||||
Stock price (in dollars per share) | $ 10 | |||||
Proceeds from issuance offering | $ 7,584,130 | |||||
Sponsor [Member] | Promissory Note [Member] | ||||||
Face value of loan | $ 75,841 | $ 2,750,000 | $ 2,750,000 | |||
Sponsor [Member] | Private Placement [Member] | ||||||
Number of shares issued in transaction | 600,000 | |||||
Stock price (in dollars per share) | $ 10 | |||||
Sale of stock, description of transaction | Each Unit consists of one share of Class A common stock, and three-quarters of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |||||
Proceeds from issuance of private placement | $ 6,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 29, 2019 | Dec. 17, 2018 | Jan. 17, 2018 | Jul. 31, 2014 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 17, 2018 | Dec. 31, 2015 | Jan. 31, 2019 | Dec. 31, 2017 |
Working Capital Loans [Member] | ||||||||||
Related party transaction | $ 1,500,000 | |||||||||
Promissory Note [Member] | ||||||||||
Common stock, outstanding | 100 | 100,000 | ||||||||
Founder Shares [Member] | ||||||||||
Ownership percentage | 20.00% | |||||||||
Description of restriction on sale of stock | The initial stockholders, officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||||
Warrant [Member] | Working Capital Loans [Member] | ||||||||||
Exercise price (in dollars per share) | $ 1 | |||||||||
Common Stock Class B [Member] | ||||||||||
Common stock (in dollars) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, outstanding | 7,064,603 | 7,187,500 | 7,187,500 | |||||||
Common Stock Class A [Member] | ||||||||||
Common stock (in dollars) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, outstanding | 1,112,115 | 1,302,489 | 0 | |||||||
Sponsor [Member] | ||||||||||
Stock split | 2.5-for-1 | |||||||||
Related party transaction | $ 750,000 | |||||||||
Sponsor [Member] | Trust Account [Member] | ||||||||||
Sale of stock, price per share (in dollars per share) | $ 10.10 | |||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related party transaction | $ 300,000 | |||||||||
Face value of loan | $ 2,750,000 | $ 75,841 | ||||||||
Aggreagte value | $ 2,825,841 | |||||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||
Common stock, outstanding | 7,187,500 | |||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||
Proceeds from issuance of private placement | $ 6,000,000 | |||||||||
Number of shares issued in transaction | 600,000 | |||||||||
Sale of stock, price per share (in dollars per share) | $ 10 | $ 10 | ||||||||
Sale of stock, description of transaction | Each Unit consists of one share of Class A common stock, and three-quarters of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |||||||||
Warrant term | 5 years | |||||||||
Sponsor [Member] | Additional Paid-In-Capital [Member] | ||||||||||
Number of common stock issued, value | $ 50,000 | |||||||||
Sponsor [Member] | Warrant [Member] | ||||||||||
Exercise price (in dollars per share) | $ 1 | |||||||||
Sponsor [Member] | Common Stock Class B [Member] | ||||||||||
Common stock (in dollars) | $ 0.0001 | |||||||||
Sponsor [Member] | Common Stock Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Number of shares forfeited | 122,897 | |||||||||
Sponsor [Member] | Common Stock Class B [Member] | Founder Shares [Member] | ||||||||||
Number of common stock issued (in shares) | 2,875,000 | |||||||||
Number of common stock issued, value | $ 383 | |||||||||
Sponsor [Member] | Common Stock Class A [Member] | Private Placement [Member] | ||||||||||
Sale of stock, description of transaction | Each Unit consists of one share of Class A common stock and three-quarters of one warrant. | |||||||||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||||||||
Sponsor, Officers And Directors [Member] | Private Placement [Member] | ||||||||||
Restriction on transfer or sale of stock term | 30 days |
Commitments (Details Narrative)
Commitments (Details Narrative) - Cantor Fitzgerald And Co [Member] | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Underwriter fee | $ | $ 100,000 |
Description of cash fees | The Company will pay Cantor Fitzgerald & Co. a cash fee for such services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Public Offering, including any proceeds from the partial exercise of the underwriters’ over-allotment option. |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |
Number of unit issued (in shares) | shares | 3,260,000 |
Unit price (in dollars per share) | $ / shares | $ 0.2 |
Terms of cash underwriting discount | The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, even if the underwriter’s over-allotment was exercised in full. The underwriter has paid approximately $32,600,000 for 3,260,000 Units. |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurements (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Investment held in trust account, carrying value | $ 288,958,260 | $ 277,973,009 |
Gross unrealized holding gains | 106,115 | |
Gross unrealized holding losses | (30,458) | |
Level 1 [Member] | ||
Investment held in trust account, fair value | 289,064,375 | 277,942,551 |
Money Market Fund [Member] | ||
Investment held in trust account, carrying value | 202,879 | |
Gross unrealized holding gains | ||
Money Market Fund [Member] | Level 1 [Member] | ||
Investment held in trust account, fair value | 202,879 | |
U.S. Government Securities [Member] | ||
Investment held in trust account, carrying value | 288,755,381 | 252,721,203 |
Gross unrealized holding gains | 106,115 | |
Gross unrealized holding losses | (30,458) | |
U.S. Government Securities [Member] | Level 1 [Member] | ||
Investment held in trust account, fair value | $ 288,861,496 | 252,690,745 |
Cash [Member] | ||
Investment held in trust account, carrying value | 25,251,806 | |
Gross unrealized holding losses | ||
Cash [Member] | Level 1 [Member] | ||
Investment held in trust account, fair value | $ 25,251,806 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurements (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Investment held in trust account, carrying value | $ 288,958,260 | $ 277,973,009 |
Money Market Fund [Member] | ||
Investment held in trust account, carrying value | 202,879 | |
U.S. Government Securities [Member] | ||
Investment held in trust account, carrying value | $ 288,755,381 | 252,721,203 |
Cash [Member] | ||
Investment held in trust account, carrying value | $ 25,251,806 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | Jan. 29, 2019 | Jan. 17, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2014 |
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, issued | 0 | |||||
Preferred stock, outstanding | 0 | |||||
Description of warrant | The Company may redeem the Public Warrants (except with respect to the warrants included in the Private Placement Units): • 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; • if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. | |||||
Common Stock Class B [Member] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, issued | 7,064,603 | 7,187,500 | 7,187,500 | |||
Common stock, outstanding | 7,064,603 | 7,187,500 | 7,187,500 | |||
Common stock, voting rights | Holders of Class B common stock are entitled to one vote for each share. | |||||
Common Class A [Member] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, issued | 1,112,115 | 1,302,489 | 0 | |||
Common stock, outstanding | 1,112,115 | 1,302,489 | 0 | |||
Common stock, subject to redemption | 27,746,298 | 26,797,511 | ||||
Common Class A [Member] | Private Placement [Member] | ||||||
Common stock, issued | 600,000 | 600,000 | ||||
Sponsor [Member] | ||||||
Stock split | 2.5-for-1 | |||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||
Common stock, outstanding | 7,187,500 | |||||
Sponsor [Member] | Common Stock Class B [Member] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Sponsor [Member] | Common Stock Class B [Member] | Over-Allotment Option [Member] | ||||||
Number of shares forfeited | 122,897 | |||||
Number of shares subject to forfeited | 937,500 | 312,500 |