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CF Finance Acquisition (CFFA)

Document and Entity Information

Document and Entity Information - shares9 Months Ended
Sep. 30, 2019Nov. 14, 2019
Entity Information [Line Items]
Entity Registrant NameCF Finance Acquisition Corp.
Entity Central Index Key0001728041
Document Type10-Q
Document Period End DateSep. 30,
2019
Amendment Flagfalse
Current Fiscal Year End Date--12-31
Entity Reporting Status CurrentYes
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Filer CategoryNon-accelerated Filer
Document Fiscal Period FocusQ3
Document Fiscal Year Focus2019
Entity Shell Companytrue
Entity File Number001-38759
Entity Tax Identification Number47-3806343
Entity Address, Address Line One110 East 59th Street
Entity Address, City or TownNew York
Entity Address, State or ProvinceNY
Entity Address, Postal Zip Code10022
City Area Code212
Local Phone Number938-5000
Entity Interactive Data CurrentYes
Entity Incorporation, State or Country CodeDE
Document Quarterly Reporttrue
Document Transition Reportfalse
Common Stock Class A [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding28,858,413
Title of 12(b) SecurityClass A common stock, par value $0.0001 per share
Trading SymbolCFFA
Security Exchange NameNASDAQ
Common Stock Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding7,064,603
Common Class A Units [Member]
Entity Information [Line Items]
Title of 12(b) SecurityUnits, each consisting of one share of Class A common stock and three-quarters of one redeemable warrant
Trading SymbolCFFAU
Security Exchange NameNASDAQ
Common Class A Warrant [Member]
Entity Information [Line Items]
Title of 12(b) SecurityRedeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share
Trading SymbolCFFAW
Security Exchange NameNASDAQ

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)Sep. 30, 2019Dec. 31, 2018
Current assets
Cash $ 167,985 $ 560,027
Other assets18,750
Total current assets186,735 560,027
Cash and investments held in Trust Account290,566,451 277,973,009
Total assets290,753,186 278,533,036
Liabilities and Stockholders’ Equity
Sponsor loan – promissory note2,825,841 2,750,000
Payables to related party50,506 100,000
Accrued liabilities997,317 28,169
Total liabilities3,873,664 2,878,169
Common stock subject to possible redemption, 27,908,863 and 26,797,511 shares, as of September 30, 2019 and December 31, 2018, respectively, actual and adjusted, at redemption value of $10.10281,879,516 270,654,861
Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2019 and December 31, 2018
Additional paid-in-capital1,168,330 4,808,810
Retained earnings3,830,874 190,347
Total stockholders’ equity5,000,006 5,000,006
Total liabilities and stockholders’ equity290,753,186 278,533,036
Common Stock Class A [Member]
Stockholders’ equity
Common stock95 130
Total stockholders’ equity95 130
Common Stock Class B [Member]
Stockholders’ equity
Common stock707 719 [1]
Total stockholders’ equity $ 707 $ 719
[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 (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares9 Months Ended12 Months Ended
Sep. 30, 2019Dec. 31, 2018
Common stock subject to possible redemption27,908,863 26,797,511
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 authorized1,000,000 1,000,000
Preferred stock issued0 0
Preferred stock outstanding0 0
Sponsor [Member]
Number of shares forfeited122,897
Common Stock Class A [Member]
Common stock (in dollars per share) $ 0.0001 $ 0.0001
Common stock authorized100,000,000 100,000,000
Common stock issued949,550 1,302,489
Common stock outstanding949,550 1,302,489
Common Stock Class B [Member]
Common stock (in dollars per share) $ 0.0001 $ 0.0001
Common stock authorized10,000,000 10,000,000
Common stock issued7,064,603 7,187,500
Common stock outstanding7,064,603 7,187,500
Common Stock Class B [Member] | Over-Allotment Option [Member] | Sponsor [Member]
Number of shares forfeited0 312,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2019Sep. 30, 2018[2]Sep. 30, 2019Sep. 30, 2018
Expense
Other expenses $ 109,776 $ 325,208 $ 385
Loss from operations(109,776)(325,208)(385)
Other income – Interest income on Trust Account1,608,191 4,933,471
Income (loss) before provision for income taxes1,498,415 4,608,263 (385)
Income tax (benefit)/provision for income taxes(143,494)967,736
Net income (loss) attributable to common stock $ 1,641,909 $ 3,640,527 $ (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 28,180,341
Basic and diluted net income (loss) per share:
Basic and diluted net income (loss) per share (in dollars per share) $ 0.06 $ 0.14
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) $ (0.04)
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 7,045,085 [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) $ (0.04)
[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 (Parenthetical) - Sponsor [Member] - sharesJan. 29, 2019Jan. 17, 2018Sep. 30, 2019
Stock split2.5-for-12.5-for-1
Number of shares subject to forfeited937,500
Number of shares forfeited122,897 122,897

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)TotalCommon Stock Class A [Member]Common Stock Class B [Member]Additional Paid-In Capital [Member]Retained Earnings (Deficit) [Member]
Balance at beginning at Dec. 31, 2017 $ 43,483 $ 719 [1] $ 49,664 $ (6,900)
Balance at beginning (in shares) at Dec. 31, 20177,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)(385)(385)
Balance at ending at Sep. 30, 201843,098 $ 719 49,664 (7,286)
Balance at ending (in shares) at Sep. 30, 20187,187,500
Balance at beginning at Jun. 30, 201843,098 $ 719 [1]49,664 (7,286)
Balance at beginning (in shares) at Jun. 30, 20187,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)
Balance at ending at Sep. 30, 201843,098 $ 719 49,664 (7,286)
Balance at ending (in shares) at Sep. 30, 20187,187,500
Balance at beginning at Dec. 31, 20185,000,006 $ 130 $ 719 4,808,810 190,347
Balance at beginning (in shares) at Dec. 31, 20181,302,489 7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Class A common stock to the public7,584,130 $ 76 7,584,054
Sale of Class A common stock to the public (in shares)758,413
Forfeiture of common stock to sponsor $ (12)[2]12
Forfeiture of common stock to sponsor (in shares)(122,897)
Shares subject to possible redemption(11,224,657) $ (111)(11,224,546)
Shares subject to possible redemption (in shares)(1,111,352)
Net income (loss)3,640,527 3,640,527
Balance at ending at Sep. 30, 20195,000,006 $ 95 $ 707 1,168,330 3,830,874
Balance at ending (in shares) at Sep. 30, 2019949,550 7,064,603
Balance at beginning at Jun. 30, 20195,000,003 $ 111 $ 707 2,810,220 2,188,965
Balance at beginning (in shares) at Jun. 30, 20191,112,115 7,064,603
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares subject to possible redemption(1,641,906) $ (16)(1,641,890)
Shares subject to possible redemption (in shares)(162,565)
Net income (loss)1,641,909 1,641,909
Balance at ending at Sep. 30, 2019 $ 5,000,006 $ 95 $ 707 $ 1,168,330 $ 3,830,874
Balance at ending (in shares) at Sep. 30, 2019949,550 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]Jan. 29, 2019sharesJan. 17, 2018sharesSep. 30, 2019
Stock split2.5-for-12.5-for-1
Stock split, conversion ratio2.5
Number of shares subject to forfeited937,500
Over-Allotment Option [Member]
Number of shares subject to forfeited122,897
Common Stock Class B [Member] | Over-Allotment Option [Member]
Number of shares subject to forfeited122,897

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)9 Months Ended12 Months Ended
Sep. 30, 2019Sep. 30, 2018Dec. 31, 2018
Cash flows from operating activities
Net income/(loss) $ 3,640,527 $ (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(4,933,471)
(Increase) decrease in operating assets
Other assets(18,750)
Deferred offering costs(43,624)
Increase (decrease) in operating liabilities
Payable to related party50,506 44,009
Accrued liabilities969,148
Net cash used in operating activities(292,040)
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 paid7,584,128
Proceeds from related party promissory notes75,841
Payment of related party payable(100,000)
Net cash provided by financing activities7,559,969
Net decrease in cash(392,042)
Cash at beginning of period560,027 45,890 $ 45,890
Cash at end of period167,985 45,890 $ 560,027
Supplemental disclosure of non-cash financing activities
Accrued offering costs included in deferred offering costs $ 15,001
Change in common stock subject to possible redemption $ 11,224,655

Description of Business and Ope

Description of Business and Operations9 Months Ended
Sep. 30, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Business and Operations1. Description of Business and Operations Description of Business - CF Finance Acquisition Corp. (the “Company”) was incorporated in Delaware on July 9, 2014. 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 (the “Business Combination”). 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 September 30, 2019, the Company had not yet commenced operations. All activity for the three and nine months ended September 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’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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 of 1940, as amended (the “Investment Company Act”). Upon the closing of the Public Offering and the underwriter’s partial exercises of the over-allotment option, an amount equal to $10.10 per Unit sold in the Public Offering, including the proceeds of the Private Placement Units and Sponsor Loan (see Note 4), was held in a Trust Account, with Continental Stock Transfer & Trust Company acting as trustee. The proceeds are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 1. Description of Business and Operations (continued) 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 - The Sponsor has committed, pursuant to a forward purchase contract with the Company, to purchase, in a Private Placement for gross proceeds of $30,000,000 to occur concurrently with the consummation of an initial Business Combination, 3,000,000 of the Company’s Units on substantially the same terms as the sale of Units in the initial Public Offering at $10.00 per Unit, and 750,000 shares of Class A common stock. The funds from the sale of Units will be used as part of the consideration to the sellers in the initial Business Combination; any excess funds from this Private Placement will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for the initial business combination. 1. Description of Business and Operations (continued) Failure to Consummate a Business Combination - If the Company is unable to complete a Business Combination within 18 months from the closing of the Public Offering (the “Combination Period”), which is 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. 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 - The proceeds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Company’s initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses for prospective acquisition targets and continuing general and administrative expenses. As of September 30, 2019, investment securities in the Trust Account consisted of $290,304,935 in U.S. government treasury bills and $261,516 in a money market fund. As of December 31, 2018, investment securities in the Trust Account consisted of $252,721,203 in U.S. government treasury bills and $25,251,806 held as cash. The Amended and Restated Certificate of Incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100% of the Public Shares included in the Units being sold in the Public Offering if the Company is unable to complete a Business Combination by June 17, 2020 (subject to the requirements of law).

Summary of Significant Accounti

Summary of Significant Accounting Policies9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]
Significant Accounting Policies2. Summary of Significant Accounting Policies Basis of presentation - The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2019 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 29, 2019. 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 - The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, 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. 2. Summary of Significant Accounting Policies (continued) Use of Estimates - The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 unaudited condensed 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 unaudited condensed 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 investments held in Trust Account - As of September 30, 2019 and December 31, 2018, the assets held in the Trust Account were held in cash, money market fund, and U.S. government treasury bills. Deferred Offering Costs - Deferred offering costs consist of legal and accounting fees incurred through the balance sheet dates that are directly related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering. Income Taxes - The Company accounts for income taxes using the asset and liability method as prescribed in ASC Topic 740, Income Taxes . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance would be established to offset their benefit. 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 September 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 - The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share” . Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period, after deducting shares that are subject to forfeiture in connection with the Public Offering. As of September 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 September 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. 2. Summary of Significant Accounting Policies (continued) 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 that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2019 and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments - The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures” , approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recently Issued Accounting Pronouncements - The Company’s 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 unaudited condensed financial statements.

Public Offering

Public Offering9 Months Ended
Sep. 30, 2019
Equity [Abstract]
Public Offering3. 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 Transactions9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions4. 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 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). 4. Related Party Transactions (continued) 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. As of September 30, 2019 and December 31, 2018, the Company had amounts outstanding under the promissory note of approximately $50,000 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 units of the Company, at the Sponsor’s discretion, only upon consummation of the Business Combination. Such 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

Commitments9 Months Ended
Sep. 30, 2019
Commitments And Contingencies Disclosure [Abstract]
Commitments5. 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. 5. Commitments (continued) 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 Measurements9 Months Ended
Sep. 30, 2019
Trust Account And Fair Value Measurements [Abstract]
Trust Account and Fair Value Measurements6. Trust Account and Fair Value Measurements As of September 30, 2019 and December 31, 2018, investment securities in the Company’s Trust Account consisted of $290,304,935 and $252,721,203, respectively, in U.S. government treasury bills, and $261,516 held in a money market fund as of September 30, 2019 and $25,251,806 held in cash as of December 31, 2018. The Company classifies its Treasury Instruments as held-to-maturity in accordance with FASB ASC 320 " Investments - Debt and Equity Securities
September 30, 2019
Description
Carrying Value
Gross Unrealized Holding Gains
Quoted prices in Active Markets (Level 1)
Assets:
Money market fund
$
261,516
$

$
261,516
U.S. government treasury bills
290,304,935
27,263
290,332,198
Total
$
290,566,451
$
27,263
$
290,593,714
6. Trust Account and Fair Value Measurements (continued)
December 31, 2018
Description
Carrying Value
Gross Unrealized Holding Losses
Quoted prices in Active Markets (Level 1)
Assets:
Cash
$
25,251,806
$

$
25,251,806
U.S. government treasury bills
252,721,203
(30,458
)
252,690,745
Total
$
277,973,009
$
(30,458
)
$
277,942,551

Stockholders' Equity

Stockholders' Equity9 Months Ended
Sep. 30, 2019
Equity [Abstract]
Stockholders' Equity7. Stockholders’ Equity Class A Common Stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of  $0.0001 per share. As of September 30, 2019 and December 31, 2018, there were 28,858,413 and 28,100,000 shares of Class A common stock issued and outstanding including 27,908,863 and 26,797,511 of shares subject to redemption, respectively. Class A Common Stock includes 600,000 shares sold in a Private Placement. The shares sold in the Private Placement do not contain the same redemption feature contained in the shares sold in the Public Offering. Class B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of  $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of September 30, 2019 and December 31, 2018, there were 7,064,603 and 7,187,500 shares of Class B common stock outstanding, respectively, of which none and 312,500 shares, respectively, were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full, so that the initial stockholders, officers and directors will collectively own 20% of the Company’s issued and outstanding common stock after the Public Offering, not including the Private Placement Units. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. Upon the final exercise of the underwriters' over-allotment option in January 2019, the Sponsor forfeited 122,897 shares of 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 - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of  $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding. 7. Stockholders’ Equity (continued) Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of  (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The 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. 7. Stockholders’ Equity (continued) 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 forfeited were 122,897). Information

Subsequent Events

Subsequent Events9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events8. 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)9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]
Basis of PresentationBasis of presentation - The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2019 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 29, 2019. 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 companyEmerging growth company - The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, 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 EstimatesUse of Estimates - The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 unaudited condensed 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 unaudited condensed 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 investments held in Trust AccountCash and investments held in Trust Account - As of September 30, 2019 and December 31, 2018, the assets held in the Trust Account were held in cash, money market fund, and U.S. government treasury bills.
Deferred Offering CostsDeferred Offering Costs - Deferred offering costs consist of legal and accounting fees incurred through the balance sheet dates that are directly related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering.
Income TaxesIncome Taxes - The Company accounts for income taxes using the asset and liability method as prescribed in ASC Topic 740, Income Taxes . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance would be established to offset their benefit. 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 September 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 ShareNet Income (Loss) per Common Share - The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share” . Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period, after deducting shares that are subject to forfeiture in connection with the Public Offering. As of September 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 September 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. 2. Summary of Significant Accounting Policies (continued) 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 RiskConcentration of Credit Risk - Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2019 and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial InstrumentsFinancial Instruments - The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures” , approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Recently Issued Accounting PronouncementsRecently Issued Accounting Pronouncements - The Company’s 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 unaudited condensed financial statements.

Trust Account and Fair Value _2

Trust Account and Fair Value Measurements (Tables)9 Months Ended
Sep. 30, 2019
Trust Account And Fair Value Measurements Tables [Abstract]
Schedule of fair value investments, securities as held to maturitySince all of the Company's permitted investments consist of U.S. government treasury bills, money market fund 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:
September 30, 2019
Description
Carrying Value
Gross Unrealized Holding Gains
Quoted prices in Active Markets (Level 1)
Assets:
Money market fund
$
261,516
$

$
261,516
U.S. government treasury bills
290,304,935
27,263
290,332,198
Total
$
290,566,451
$
27,263
$
290,593,714
December 31, 2018
Description
Carrying Value
Gross Unrealized Holding Losses
Quoted prices in Active Markets (Level 1)
Assets:
Cash
$
25,251,806
$

$
25,251,806
U.S. government treasury bills
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 ($)Jun. 17, 2020Dec. 17, 2018Sep. 30, 2019Dec. 31, 2018Dec. 17, 2018
Subsidiary Sale Of Stock [Line Items]
Date of incorporationJul. 9,
2014
Proceeds from issuance of public offering $ 7,584,128
Proceeds from issuance of private Placement6,000,000
Proceeds from sponsor loan $ 2,826,000
Investments maturity period180 days
Description of restriction of stockThat 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.
Percentage of public shares to be redeemed in case of not completing business combination100.00%
Description of failure to consummate business combinationUnable 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.
Scenario Forecast [Member]
Subsidiary Sale Of Stock [Line Items]
Percentage of public shares to be redeemed in case of not completing business combination100.00%
Deposit in Trust Account [Member]
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of private Placement $ 286,000,000
Common stock, conversion price (in dollars per share) $ 10.10
Common Stock Class A [Member]
Subsidiary Sale Of Stock [Line Items]
Common stock (in dollars) $ 0.0001 $ 0.0001
Minimum [Member]
Subsidiary Sale Of Stock [Line Items]
Percentage of outstanding voting securities of target to complete business acquisition50.00%
Net tangible assets $ 5,000,001
Minimum [Member] | Common Stock Class A [Member]
Subsidiary Sale Of Stock [Line Items]
Common stock redemption percentage20.00%
Maximum [Member]
Subsidiary Sale Of Stock [Line Items]
Interest to pay dissolution expenses $ 100,000
Trust Account [Member] | U.S. Government Treasury Bills [Member]
Subsidiary Sale Of Stock [Line Items]
Investment securities in trust account290,304,935 $ 252,721,203
Trust Account [Member] | Money Market Funds [Member]
Subsidiary Sale Of Stock [Line Items]
Investment securities in trust account $ 261,516
Trust Account [Member] | Cash [Member]
Subsidiary Sale Of Stock [Line Items]
Investment securities in trust account25,251,806
Trust Account [Member] | Minimum [Member]
Subsidiary Sale Of Stock [Line Items]
Minimum percentage of aggregate fair market value of assets to be held for business acquisition80.00%
Sponsor [Member]
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of private Placement $ 6,000,000 $ 6,000,000
Sponsor [Member] | Trust Account [Member]
Subsidiary Sale Of Stock [Line Items]
Sale of stock, price per share (in dollars per share) $ 10.10
Public Offering [Member]
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of public offering $ 282,600,000 $ 275,000,000
Offering costs5,585,900
Underwriting fees5,100,000
Other offering costs $ 485,900
Sale of stock, price per share (in dollars per share) $ 10 $ 10
Number of shares issued in transaction28,260,000 27,500,000
Private Placement [Member] | Sponsor [Member]
Subsidiary Sale Of Stock [Line Items]
Sale of stock, price per share (in dollars per share) $ 10 $ 10
Number of shares issued in transaction600,000 600,000
Private Placement [Member] | Sponsor [Member] | Forward Purchase Contract [Member]
Subsidiary Sale Of Stock [Line Items]
Sale of stock, price per share (in dollars per share) $ 10
Gross proceeds from issuance offering $ 30,000,000
Number of shares issued in transaction3,000,000
Private Placement [Member] | Sponsor [Member] | Common Stock Class A [Member] | Forward Purchase Contract [Member]
Subsidiary Sale Of Stock [Line Items]
Number of shares issued in transaction750,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)9 Months Ended
Sep. 30, 2019Dec. 31, 2018
Summary Of Significant Accounting Policies [Line Items]
Description of liquidation periodwithin ten business days
Unrecognized tax benefits $ 0 $ 0
Accrual for interest and penalties0 $ 0
Credit Risk Contract [Member] | Federal Depository Insurance Coverage [Member]
Summary Of Significant Accounting Policies [Line Items]
Increase in cash accounts in financial institution $ 250,000
Warrant [Member] | Common Stock Class A [Member] | Public Offering And Private Placement [Member]
Summary Of Significant Accounting Policies [Line Items]
Ant-dilutive earnings per share21,643,809
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Interest to pay dissolution expenses $ 100,000
Sponsor [Member]
Summary Of Significant Accounting Policies [Line Items]
Related party transaction750,000
Sponsor [Member] | Related Party Loan [Member]
Summary Of Significant Accounting Policies [Line Items]
Related party transaction $ 1,500,000

Public Offering (Details Narrat

Public Offering (Details Narrative) - USD ($)Dec. 17, 2018Jan. 31, 2019Sep. 30, 2019Dec. 31, 2018Dec. 17, 2018
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of public offering $ 7,584,128
Proceeds from issuance of private placement $ 6,000,000
Deposit in Trust Account [Member]
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of private placement $ 286,000,000
Common Stock Class A [Member]
Subsidiary Sale Of Stock [Line Items]
Shares issued price per share $ 11.50
Public Offering [Member]
Subsidiary Sale Of Stock [Line Items]
Number of shares issued in transaction28,260,000 27,500,000
Stock price (in dollars per share) $ 10 $ 10
Proceeds from issuance of public offering $ 282,600,000 $ 275,000,000
Sale of stock, description of transactionEach 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).
Underwriter's [Member] | Over-Allotment Option [Member]
Subsidiary Sale Of Stock [Line Items]
Number of shares issued in transaction25,000,000 758,413 2,500,000
Stock price (in dollars per share) $ 10
Proceeds from issuance of public offering $ 7,584,130
Sponsor [Member]
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of private placement $ 6,000,000 $ 6,000,000
Sponsor [Member] | Promissory Note [Member]
Subsidiary Sale Of Stock [Line Items]
Face value of loan $ 75,841 $ 2,825,841 $ 2,750,000
Sponsor [Member] | Private Placement [Member]
Subsidiary Sale Of Stock [Line Items]
Number of shares issued in transaction600,000 600,000
Stock price (in dollars per share) $ 10 $ 10
Shares issued price per share $ 11.50 $ 11.50
Sponsor [Member] | Private Placement [Member] | Common Stock Class A [Member]
Subsidiary Sale Of Stock [Line Items]
Sale of stock, description of transactionEach Unit consists of one share of Class A common stock and three-quarters of one warrant.

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)Jan. 29, 2019Dec. 17, 2018Jan. 17, 2018Jul. 31, 2014Sep. 30, 2019Dec. 31, 2018Dec. 17, 2018Dec. 31, 2015Jan. 31, 2019
Related Party Transaction [Line Items]
Proceeds from issuance of private placement $ 6,000,000
Minimum [Member]
Related Party Transaction [Line Items]
Sale price of class A common stock on which founder shares not to transfer assign or sale $ 12
Founder Shares [Member]
Related Party Transaction [Line Items]
Description of restriction on sale of stockThe 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]
Related Party Transaction [Line Items]
Exercise price (in dollars per share) $ 1
Common Stock Class A [Member]
Related Party Transaction [Line Items]
Common stock (in dollars per share) $ 0.0001 $ 0.0001
Common stock outstanding949,550 1,302,489
Common Stock Class B [Member]
Related Party Transaction [Line Items]
Common stock (in dollars per share) $ 0.0001 $ 0.0001
Common stock outstanding7,064,603 7,187,500
Sponsor [Member]
Related Party Transaction [Line Items]
Stock split2.5-for-12.5-for-1
Number of shares subject to forfeited937,500
Proceeds from issuance of private placement $ 6,000,000 $ 6,000,000
Related party transaction $ 750,000
Sponsor [Member] | Trust Account [Member]
Related Party Transaction [Line Items]
Sale of stock, price per share (in dollars per share) $ 10.10
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Restriction on transfer or sale of stock term $ 1,500,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Common stock outstanding50,000 100,000
Related party transaction $ 300,000
Face value of loan $ 2,825,841 $ 2,750,000 $ 75,841
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Ownership percentage20.00%
Sponsor [Member] | Additional Paid-In Capital [Member]
Related Party Transaction [Line Items]
Number of common stock issued, value $ 50,000
Sponsor [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Exercise price (in dollars per share) $ 1
Sponsor [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Number of shares issued in transaction600,000 600,000
Sale of stock, price per share (in dollars per share) $ 10 $ 10
Warrant term5 years
Sponsor [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock outstanding7,187,500
Number of shares subject to forfeited122,897
Sponsor [Member] | Common Stock Class A [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Number of common stock issued (in shares)2,875,000
Number of common stock issued, value $ 383
Sale of stock, description of transactionEach 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 [Member] | Common Stock Class B [Member]
Related Party Transaction [Line Items]
Common stock (in dollars per share) $ 0.0001
Sponsor [Member] | Common Stock Class B [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number of shares subject to forfeited122,897
Sponsor, Officers And Directors [Member] | | Private Placement [Member]
Related Party Transaction [Line Items]
Restriction on transfer or sale of stock term30 days

Commitments (Details Narrative)

Commitments (Details Narrative) - Cantor Fitzgerald And Co [Member]9 Months Ended
Sep. 30, 2019USD ($)$ / sharesshares
Other Commitments [Line Items]
Underwriter fee $ 100,000
Description of cash feesThe 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
Gross proceeds from offering3.50%
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Other Commitments [Line Items]
Stock price (in dollars per share) | shares3,260,000
Stock price (in dollars per share) | $ / shares $ 0.20
Underwriter discount for underwriter over allotment exercise $ 5,000,000
Terms of cash underwriting discountThe 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.
Underwriting commitments, paid amount $ 32,600,000

Trust Account and Fair Value _3

Trust Account and Fair Value Measurements (Details Narrative)) - USD ($)Sep. 30, 2019Dec. 31, 2018
Investment held in trust account, carrying value $ 290,566,451 $ 277,973,009
U.S. Government Securities [Member]
Investment held in trust account, carrying value290,304,935 252,721,203
Money Market Fund [Member]
Investment held in trust account, carrying value $ 261,516
Cash [Member]
Investment held in trust account, carrying value $ 25,251,806

Trust Account and Fair Value _4

Trust Account and Fair Value Measurements (Details) - USD ($)9 Months Ended12 Months Ended
Sep. 30, 2019Dec. 31, 2018
Investment held in trust account, carrying value $ 290,566,451 $ 277,973,009
Gross unrealized holding gains27,263
Gross unrealized holding losses(30,458)
Level 1 [Member]
Investment held in trust account, fair value290,593,714 277,942,551
Money Market Fund [Member]
Investment held in trust account, carrying value261,516
Money Market Fund [Member] | Level 1 [Member]
Investment held in trust account, fair value261,516
U.S. Government Treasury Bills [Member]
Investment held in trust account, carrying value290,304,935 252,721,203
Gross unrealized holding gains27,263
Gross unrealized holding losses(30,458)
U.S. Government Treasury Bills [Member] | Level 1 [Member]
Investment held in trust account, fair value $ 290,332,198 252,690,745
Cash [Member]
Investment held in trust account, carrying value25,251,806
Gross unrealized holding losses
Cash [Member] | Level 1 [Member]
Investment held in trust account, fair value $ 25,251,806

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative)Jan. 29, 2019sharesJan. 17, 2018sharesSep. 30, 2019$ / sharessharesDec. 31, 2018$ / sharessharesDec. 17, 2018$ / sharesJul. 31, 2014$ / shares
Class Of Stock [Line Items]
Preferred stock, authorized1,000,000 1,000,000
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001
Preferred stock, issued0 0
Preferred stock, outstanding0 0
Description of warrantThe 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.
Sponsor [Member]
Class Of Stock [Line Items]
Number of shares subject to forfeited937,500
Number of shares forfeited122,897 122,897
Stock split2.5-for-12.5-for-1
Stock split, conversion ratio2.5
Common Stock Class A [Member]
Class Of Stock [Line Items]
Common stock, shares authorized100,000,000 100,000,000
Common stock, par value | $ / shares $ 0.0001 $ 0.0001
Common stock issued including stock subject to redemption28,858,413 28,100,000
Common stock, outstanding including stock subject to redemption28,858,413 28,100,000
Common stock, subject to redemption27,908,863 26,797,511
Common stock, issued949,550 1,302,489
Common stock, outstanding949,550 1,302,489
Common Stock Class B [Member]
Class Of Stock [Line Items]
Common stock, shares authorized10,000,000 10,000,000
Common stock, par value | $ / shares $ 0.0001 $ 0.0001
Common stock, issued7,064,603 7,187,500
Common stock, voting rightsHolders of Class B common stock are entitled to one vote for each share.
Common stock, outstanding7,064,603 7,187,500
Common Stock Class B [Member] | Sponsor [Member]
Class Of Stock [Line Items]
Common stock, par value | $ / shares $ 0.0001
Common Stock Class B [Member] | Stockholders, Officers and Directors [Member]
Class Of Stock [Line Items]
Percentage owned in common stock20.00%
Private Placement [Member]
Class Of Stock [Line Items]
Class of warrant or right warrants par value | $ / shares $ 0.01
Private Placement [Member] | Common Stock [Member]
Class Of Stock [Line Items]
Exercise price (in dollars per share) | $ / shares $ 18
Private Placement [Member] | Minimum [Member]
Class Of Stock [Line Items]
Number of trading days20 days
Private Placement [Member] | Maximum [Member]
Class Of Stock [Line Items]
Number of trading days30 days
Private Placement [Member] | Common Stock Class A [Member]
Class Of Stock [Line Items]
Common stock, issued600,000 600,000
Private Placement [Member] | Common Stock Class A [Member] | Sponsor [Member]
Class Of Stock [Line Items]
Exercise price (in dollars per share) | $ / shares $ 11.50
Over-Allotment Option [Member] | Sponsor [Member]
Class Of Stock [Line Items]
Common stock, outstanding7,187,500
Number of shares subject to forfeited122,897
Number of shares forfeited312,500
Over-Allotment Option [Member] | Common Stock Class B [Member] | Sponsor [Member]
Class Of Stock [Line Items]
Number of shares subject to forfeited122,897
Number of shares forfeited0 312,500