Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Entity Registrant Name | Boxwood Merger Corp. | |
Entity Central Index Key | 0001751143 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity File Number | 001-38745 | |
Entity Ex Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 20,250,000 | |
Common Class F [Member] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 190,297 | $ 1,275,571 |
Prepaid expenses and other current assets | 364,917 | 23,116 |
Total Current Assets | 555,214 | 1,298,687 |
Marketable securities held in Trust Account | 203,524,618 | 200,471,972 |
Security deposit | 7,125 | |
Total Assets | 204,079,832 | 201,777,784 |
Current Liabilities | ||
Accounts payable and accrued expenses | 193,859 | 86,278 |
Income taxes payable | 496,694 | 77,877 |
Total Current Liabilities | 690,553 | 164,155 |
Deferred underwriting fees | 7,000,000 | 7,000,000 |
Total Liabilities | 7,690,553 | 7,164,155 |
Commitments | ||
Common stock subject to possible redemption, 18,865,900 and 18,926,577 shares at redemption value as of September 30, 2019 and December 31, 2018, respectively | 191,389,269 | 189,613,628 |
Stockholders' Equity | ||
Preferred stock; $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid in capital | 2,936,237 | 4,711,809 |
Retained earnings | 2,063,135 | 287,485 |
Total Stockholders' Equity | 5,000,010 | 5,000,001 |
Total Liabilities and Stockholders' Equity | 204,079,832 | 201,777,784 |
Class A Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | 138 | 132 |
Total Stockholders' Equity | 138 | 132 |
Class F Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | 500 | 575 |
Total Stockholders' Equity | $ 500 | $ 575 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock subject to possible redemption | 18,865,900 | 18,926,577 |
Preferred stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Class A Common Stock [Member] | ||
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 1,384,100 | 1,323,423 |
Common stock, outstanding | 1,384,100 | 1,323,423 |
Common Class F [Member] | ||
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 5,000,000 | 5,750,000 |
Common stock, outstanding | 5,000,000 | 5,750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 470,858 | $ 350 | $ 902,461 | $ 525 | |
Loss from operations | (470,858) | (350) | (902,461) | (525) | |
Other income: | |||||
Interest income | 999,797 | 3,231,398 | |||
Income (loss) before provision for income taxes | 528,939 | (350) | 2,328,937 | (525) | |
Provision for income taxes | (175,238) | (553,287) | |||
Net income (loss) | $ 353,701 | $ (350) | $ 1,775,650 | $ (525) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 6,349,587 | 6,250,000 | 6,336,973 | 6,250,000 |
Basic and diluted net loss per common share (in dollars per share) | [2] | $ (0.06) | $ 0 | $ (0.1) | $ 0 |
[1] | Excludes an aggregate of 18,865,900 shares subject to possible redemption at September 30, 2019 and an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full at September 30, 2018. The underwriters' election to exercise their over-allotment option expired unexercised in January 4, 2019 and, as a result, 750,000 Founder Shares were forfeited. | ||||
[2] | Excludes income of $730,642 and $2,384,767 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2019, respectively (see Note 3). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jan. 04, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | |
Common stock subject to possible redemption | 18,865,900 | 18,865,900 | |
Common stock subject to possible redemption | $ (730,642) | $ (2,384,767) | |
Founder [Member] | |||
Number of shares forfeitures | 750,000 | ||
Over-Allotment Option [Member] | |||
Number of shares forfeitures | 750,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Class A Common Stock [Member] | Class F Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscription Receivable [Member] | Accumulated Deficit / Retained Earnings [Member] | Total | |
Balance at beginning at Dec. 31, 2017 | $ 719 | [1] | $ 24,281 | $ (25,000) | $ (175) | $ (175) | |
Balance at beginning (in shares) at Dec. 31, 2017 | 7,187,500 | [1] | |||||
Net loss | (87) | (87) | |||||
Balance at ending at Mar. 31, 2018 | $ 719 | [1] | 24,281 | (25,000) | (262) | (262) | |
Balance at ending (in shares) at Mar. 31, 2018 | 7,187,500 | [1] | |||||
Net loss | (88) | (88) | |||||
Balance at ending at Jun. 30, 2018 | $ 719 | [1] | 24,281 | (25,000) | (350) | (350) | |
Balance at ending (in shares) at Jun. 30, 2018 | 7,187,500 | [1] | |||||
Net loss | (350) | (350) | |||||
Balance at ending at Sep. 30, 2018 | $ 719 | [1] | 24,281 | (700) | 24,300 | ||
Balance at ending (in shares) at Sep. 30, 2018 | 7,187,500 | [1] | |||||
Balance at beginning at Dec. 31, 2018 | $ 132 | $ 575 | 4,711,809 | 287,485 | 5,000,001 | ||
Balance at beginning (in shares) at Dec. 31, 2018 | 1,323,423 | 5,750,000 | |||||
Change in value of common stock subject to possible redemption | $ 2 | (688,350) | (688,348) | ||||
Change in value of common stock subject to possible redemption (in shares) | 14,198 | ||||||
Forfeiture of Founder Shares | $ (75) | 75 | |||||
Forfeiture of Founder Shares (jn shares) | (750,000) | ||||||
Net loss | 688,348 | 688,348 | |||||
Balance at ending at Mar. 31, 2019 | $ 134 | $ 500 | 4,023,534 | 975,833 | 5,000,001 | ||
Balance at ending (in shares) at Mar. 31, 2019 | 1,337,621 | 5,000,000 | |||||
Change in value of common stock subject to possible redemption | $ 1 | (733,602) | (733,601) | ||||
Change in value of common stock subject to possible redemption (in shares) | 11,966 | ||||||
Net loss | 733,601 | 733,601 | |||||
Balance at ending at Jun. 30, 2019 | $ 135 | $ 500 | 3,289,932 | 1,709,434 | 5,000,001 | ||
Balance at ending (in shares) at Jun. 30, 2019 | 1,349,587 | 5,000,000 | |||||
Stock subscriptions received from issuance of Founder Shares to Sponsor | $ 25,000 | 25,000 | |||||
Stock subscriptions received from issuance of Founder Shares to Sponsor, shares | |||||||
Change in value of common stock subject to possible redemption | $ 3 | (353,695) | (353,692) | ||||
Change in value of common stock subject to possible redemption (in shares) | 34,513 | ||||||
Net loss | 353,701 | 353,701 | |||||
Balance at ending at Sep. 30, 2019 | $ 138 | $ 500 | $ 2,936,237 | $ 2,063,135 | $ 5,000,010 | ||
Balance at ending (in shares) at Sep. 30, 2019 | 1,384,100 | 5,000,000 | |||||
[1] | Included an aggregate of 1,437,500 shares that were forfeited by the Sponsor in November 2018 and up to 750,000 shares subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full. The underwriters' election to exercise their over-allotment option expired unexercised in January 4, 2019 and, as a result, 750,000 Founder Shares were forfeited. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - shares | 1 Months Ended | |
Jan. 04, 2019 | Nov. 30, 2018 | |
Sponsor [Member] | ||
Number of shares forfeited | 1,437,500 | |
Founder [Member] | ||
Number of shares forfeited | 750,000 | |
Over-Allotment Option [Member] | Underwriters [Member] | ||
Number of shares forfeited | 750,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,775,650 | $ (525) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (3,231,398) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (341,801) | |
Accounts payable and accrued expenses | 107,581 | 525 |
Income taxes payable | 418,817 | |
Net cash used in operating activities | (1,271,151) | |
Cash Flows from Investing Activities: | ||
Security deposit | 7,125 | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 178,752 | |
Net cash provided by investing activities | 185,877 | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Founders Shares to Sponsor | 25,000 | |
Proceeds from promissory note - related party | 100,000 | |
Payment of offering costs | (106,125) | |
Net cash provided by financing activities | 18,875 | |
Net Change in Cash | (1,085,274) | 18,875 |
Cash - Beginning | 1,275,571 | |
Cash - Ending | 190,297 | 18,875 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 134,470 | |
Non-Cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | $ 1,775,641 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Boxwood Merger Corp. (the "Company") is a blank check company incorporated in Delaware on June 28, 2017. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities ("Business Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on opportunities in the technical and industrial services sector of the United States. At September 30, 2019, the Company had not yet commenced any operations. All activity through September 30, 2019 relates to the Company's formation, its initial public offering (the "Initial Public Offering"), which is described below, identifying a target company for a Business Combination and the potential acquisition of Atlas Intermediate Holdings, LLC, a Delaware limited liability company ("Atlas Intermediate") (see Note 7). The Company's subsidiaries are comprised of Atlas TC Holdings LLC, a wholly owned subsidiary of the Company and a Delaware limited liability company ("Holdings"), and Atlas TC Buyer LLC, a wholly owned subsidiary of Holdings and a Delaware limited liability company ("Buyer"). The registration statement for the Company's Initial Public Offering was declared effective on November 15, 2018. On November 20, 2018, the Company consummated the Initial Public Offering of 20,000,000 units ("Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares") at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 250,000 units (the "Private Placement Units") at a price of $10.00 per Private Placement Unit and 3,500,000 warrants (the "Private Placement Warrants" and, collectively, with the Private Placement Units, the "Private Placement Securities") at a price of $1.00 per Private Placement Warrants in a private placement to Boxwood Sponsor LLC (the "Sponsor"), generating gross proceeds of $6,000,000, which is described in Note 5. Following the closing of the Initial Public Offering on November 20, 2018, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Securities was placed in a trust account ("Trust Account") and is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below except that interest earned on the Trust Account can be released to pay the Company's franchise and income tax obligations. Transaction costs amounted to $11,698,856, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $698,856 of other costs. As of September 30, 2019, $190,297 of cash was held outside of the Trust Account and is available for working capital purposes. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules and file proxy materials with the SEC. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Business Combination. The Sponsor and the Company's officers and directors (the "initial stockholders") have agreed (i) to vote their Founder Shares (as defined in Note 6), Private Placement Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares acquired during or after the Initial Public Offering in connection with the consummation of a Business Combination, (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to consummate a Business Combination within the Combination Period (as defined below) and (iv) not to propose any amendment to the Company's Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, the initial stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. Notwithstanding the foregoing redemption rights, the Company's Amended and Restated Certificate of Incorporation provides that if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions in connection with a Business Combination pursuant to the tender offer rules, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to an aggregate of 15% or more of the common stock sold in the Initial Public Offering. The Company will have until November 20, 2020 to consummate a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (which interest shall be net of taxes payable, and less up to $100,000 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company's board of directors, 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 underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company's Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00 per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will 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 amounts in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
LIQUIDITY AND GOING CONCERN | NOTE 2. LIQUIDITY AND GOING CONCERN As of September 30, 2019, the Company had $190,297 in its operating bank accounts, $203,524,618 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $494,883, which excludes franchise and income taxes payable as these amounts can be paid from the interest earned in the Trust Account. As of September 30, 2019, approximately $3,525,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 26, 2019, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2018 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2019 and December 31, 2018. Marketable securities held in Trust Account At September 30, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in money market funds. Through September 30, 2019, the Company withdrew $178,752 of interest earned on the Trust Account to pay franchise and income taxes. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's condensed consolidated balance sheets. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest or penalties as of September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at September 30, 2019, which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 23,750,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per share is the same as basic net loss per share for the periods presented. Reconciliation of Net Loss per Share The Company's net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net income (loss) $ 353,701 $ (350 ) $ 1,775,650 $ (525 ) Less: Income attributable to common stock subject to possible redemption (730,642 ) — (2,384,767 ) — Adjusted net loss $ (376,941 ) $ (350 ) $ (609,117 ) $ (525 ) Weighted average shares outstanding, basic and diluted 6,349,587 6,250,000 6,336,973 6,250,000 Basic and diluted net loss per share $ (0.06 ) $ (0.00 ) $ (0.10 ) $ (0.00 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2019 and December 31, 2018, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 8). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 250,000 Private Placement Units at $10.00 per Private Placement Unit ($2,500,000 in the aggregate) and 3,500,000 Private Placement Warrants at $1.00 per Private Placement Warrant ($3,500,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock ("Private Placement Share") and one Private Placement Warrant. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. The proceeds from the Private Placement Securities were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Securities will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units (and the underlying Private Placement Shares) will have no value and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Securities. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In June 2017, the Company issued an aggregate of 100 shares to the Sponsor for an aggregate purchase price of $25,000. The Company received payment for the shares in September 2018. On November 14, 2018, the Company effected a recapitalization pursuant to which each share of the Company's outstanding common stock was converted into 71,875 shares of the Company's Class F common stock (the "Recapitalization"). As a result of the Recapitalization, the initial stockholders collectively held an aggregate of 7,187,500 shares of the Company's Class F common stock (the "Founder Shares"). On November 15, 2018, the Sponsor contributed back to the Company, for no consideration, 1,437,500 Founder Shares. As a result, the initial stockholders held 5,750,000 Founder Shares, of which an aggregate of up to 750,000 shares were subject to forfeiture to the extent that the underwriters' option to purchase additional Units was not exercised in full or in part, so that the initial stockholders would own 20% of the Company's issued and outstanding shares after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units and assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering). The underwriters' election to exercise their over-allotment option expired unexercised in January 4, 2019 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding as of January 4, 2019. The initial stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, (i) the last reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property, subject to certain limited exceptions. Promissory Notes — Related Party On August 22, 2018, the Company issued a promissory note to the Sponsor (the "Promissory Note"), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing, unsecured and due on the earlier of May 30, 2019 or the completion of the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering on November 20, 2018. Related Party Loans In order to finance transaction costs in connection with a Business Combination, (i) the Sponsor has committed an aggregate of $1,000,000, to be provided to the Company in the event that funds held outside of the Trust Account are insufficient to fund expenses relating to investigating and selecting a target business and other working capital requirements prior to a Business Combination and (ii) the Sponsor, an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company any additional funds as may be required ("Working Capital Loans"), which will be repaid only upon the completion of a Business Combination. If the Company does not complete a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. Up to $250,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. There were no Working Capital Loans outstanding as of September 30, 2019. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on November 15, 2018, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of these securities are entitled to make up to three demands (or one demand in the case of Private Placement Securities to be acquired by an affiliate of Macquarie Capital (USA) Inc.), excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have "piggy-back" registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. In the case of the Private Placement Securities acquired by an affiliate of Macquarie Capital (USA) Inc., the demand registration right provided will not be exercisable for longer than five years from the effective date of the registration statement of the Initial Public Offering in compliance with FINRA Rule 5110(f)(2)(G)(iv) and the piggyback registration right provided will not be exercisable for longer than seven years from the effective date of the registration statement of the Initial Public Offering in compliance with FINRA Rule 5110(f)(2)(G)(v). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal The Company granted an affiliate of the Sponsor and an underwriter of the Initial Public Offering, a right of first refusal for a period of 36 months from the date of the commencement of sales of the Initial Public Offering to act as one of potentially several banks which provide to the Company certain financial advisory, underwriting, capital raising, and other services for which it may receive a portion of the overall fees. The affiliate has not been retained as of the filing date of these condensed consolidated financial statements, therefore no amounts are currently due. No funds will be paid out of the Trust Fund to fund any such payments and it is not expected that any fees would be paid prior to the completion of a Business Combination. The actual amount of fees to be paid will vary significantly based on the size of any transaction and the extent to which other investments banks are involved. Atlas Business Combination On August 12, 2019, the Company, Holdings, and Buyer, entered into a unit purchase agreement (the "Purchase Agreement") with Atlas Intermediate and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (the "Seller"), pursuant to which Buyer will acquire from the Seller all of the equity interests in Atlas Intermediate (the "Atlas Intermediate Units"). The acquisition of the Atlas Intermediate Units and the other transactions contemplated by the Purchase Agreement are collectively referred to herein as the "Atlas Business Combination." The Seller and its limited partners are collectively referred to herein as the "Continuing Members." Pursuant to the Purchase Agreement, at the closing of the Atlas Business Combination (the "Closing"), the Company will contribute cash and shares of newly-created, voting, non-economic Class B common stock of the Company, par value $0.0001 per share (the "Class B common stock"), to Holdings in exchange for common units of Holdings (the "Holdings Units"). The Seller will transfer to the Buyer (i) a number of Atlas Intermediate Units equal to the product of (a) the number of Atlas Intermediate Units issued and outstanding as of the Closing multiplied by (b) the quotient of (x) the Rolled Unit Value (as defined in the Purchase Agreement) divided by (y) $617 million, in exchange for a corresponding number of Holdings Units, and an equal number of shares of Class B common stock, and (ii) the remainder of the Atlas Intermediate Units, in exchange for cash. Each share of Class B common stock entitles its holder to one vote per share but no right to dividends and distributions. Following the Closing, the combined company will be organized in an "Up-C" structure in which the business of Atlas Intermediate and its subsidiaries ("Atlas") will be held by Holdings and will continue to operate through the subsidiaries of Atlas Intermediate, and in which the Company's only direct assets will consist of Holdings Units. Upon the Closing, the Company will change its name to "Atlas Technical Consultants, Inc." Pursuant to the Purchase Agreement, the purchase price to be paid by the Buyer is $617 million, subject to customary adjustments contained in the Purchase Agreement. Of this amount, subject to the terms and conditions set forth in the Purchase Agreement, the Buyer will pay off the existing debt of the Seller which is anticipated to be approximately $160 million, and the Seller will receive aggregate consideration of $457 million, which shall consist of (i) between $260 million and $337 million of cash and (ii)(a) between $120 million and $197 million of Holdings Units, with each such unit valued at $10.00 per unit (subject to adjustment in accordance with the Purchase Agreement) (the "Rollover Units"), and (b) Class B common stock. For each Holdings Unit received by the Seller as consideration, the Company will issue to the Seller one share of Class B common stock. The final amount of cash and the value of the Rollover Units and Class B common stock is dependent on the amount of money remaining in the Company's Trust Account following any redemptions of the Company's Class A common stock and the amount of additional proceeds (if any) raised by the Company through equity financing sources prior to the Closing (the "Available Equity"). Each Rollover Unit received by the Continuing Members, together with one share of Class B common stock, will be exchangeable, subject to certain conditions, for either one share of Class A common stock, or, at the Company's election, the cash equivalent to the market value of one share of Class A common stock, pursuant to and in accordance with the terms of the Holdings LLC Agreement. The Atlas Business Combination will be consummated subject to the deliverables and provisions as further described in the Purchase Agreement. The Purchase Agreement was filed on August 13, 2019 with the Securities and Exchange Commission (the "SEC") as Exhibit 2.1 to the Company's Current Report on Form 8-K. Debt Commitment Letter On August 12, 2019, the Company entered into a debt commitment letter (the "Debt Commitment Letter") with Macquarie Capital (USA) Inc. ("Macquarie Capital"), Macquarie Capital Funding LLC ("Macquarie Funding") and Natixis, New York Branch (together with Macquarie Capital and Macquarie Funding, the "Commitment Parties"), pursuant to which the Commitment Parties agreed to provide (or to have certain of their affiliates provide), subject to satisfaction of customary closing conditions, including the closing of the Atlas Business Combination, credit facilities (the "Credit Facilities") for the purpose of financing (i) a portion of the consideration payable under the Purchase Agreement, (ii) costs and expenses incurred by the parties in connection with the Atlas Business Combination, (iii) repayment of the existing indebtedness of Atlas Intermediate, and (iv) for general corporate expenditures. The obligation of the Commitment Parties to provide the Credit Facilities is contingent on, inter alia, there being Available Equity of at least $100 million immediately prior to Closing. Pursuant to the Debt Commitment Letter, the Commitment Parties have agreed to provide for Credit Facilities in the aggregate principal amount of up to $400 million, consisting of: (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $290 million (the "First Lien Term Facility"), (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $40 million (the "Revolving Facility") and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $70 million (together with the First Lien Term Facility, the "Term Loan Facilities"), made available to Buyer. To the extent there is, immediately prior to the Closing, Available Equity of (i) greater than $100 million and less than or equal to $160 million, the principal amount of the Term Loan Facilities will be reduced by the difference between the Available Equity (up to a maximum amount of $160 million) and $100 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion. To the extent there is, immediately prior to Closing, Available Equity of greater than $160 million, in addition to the reduction in principal amount of the Term Loan Facilities described in the preceding sentence, (x) the number of Rollover Units received by the Seller will be reduced (and the cash consideration to be paid to the Seller will be correspondingly increased) by an amount equal to 20% of the difference between the Available Equity and $160 million and (y) the principal amount of the Term Loan Facilities will be further reduced by an amount equal to 80% of the difference between the Available Equity and $160 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion until such time as the principal amount of the Term Loan Facilities is reduced to $270 million. Furthermore, to the extent the principal amount of the Term Loan Facilities has been reduced to $270 million, the value of the Rollover Units received by the Seller will be reduced until their value is equal to $120 million, and thereafter the principal amounts of the Term Loan Facilities may be reduced further. The Debt Commitment Letter was filed on August 13, 2019 with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS' EQUITY Preferred Stock Class A Common Stock Class F Common Stock Holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class F common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F 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 F common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the private placement units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Warrants The Company may call the warrants for redemption: ● at a price of $0.01 per warrant; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last reported closing price of the Company's Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and; ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day trading period referred to above. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants 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 Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of 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 respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2019 2018 Assets: Marketable securities held in Trust Account 1 $ 203,524,618 $ 200,471,972 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 26, 2019, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2018 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging growth company | 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2019 and December 31, 2018. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account At September 30, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in money market funds. Through September 30, 2019, the Company withdrew $178,752 of interest earned on the Trust Account to pay franchise and income taxes. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's condensed consolidated balance sheets. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest or penalties as of September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss per Share | Net Loss per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at September 30, 2019, which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 23,750,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per share is the same as basic net loss per share for the periods presented. |
Reconciliation of Net Loss per Share | Reconciliation of Net Loss per Share The Company's net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net income (loss) $ 353,701 $ (350 ) $ 1,775,650 $ (525 ) Less: Income attributable to common stock subject to possible redemption (730,642 ) — (2,384,767 ) — Adjusted net loss $ (376,941 ) $ (350 ) $ (609,117 ) $ (525 ) Weighted average shares outstanding, basic and diluted 6,349,587 6,250,000 6,336,973 6,250,000 Basic and diluted net loss per share $ (0.06 ) $ (0.00 ) $ (0.10 ) $ (0.00 ) |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2019 and December 31, 2018, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Recently issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule for reconciliation of net loss per common share | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net income (loss) $ 353,701 $ (350 ) $ 1,775,650 $ (525 ) Less: Income attributable to common stock subject to possible redemption (730,642 ) — (2,384,767 ) — Adjusted net loss $ (376,941 ) $ (350 ) $ (609,117 ) $ (525 ) Weighted average shares outstanding, basic and diluted 6,349,587 6,250,000 6,336,973 6,250,000 Basic and diluted net loss per share $ (0.06 ) $ (0.00 ) $ (0.10 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | September 30, December 31, Description Level 2019 2018 Assets: Marketable securities held in Trust Account 1 $ 203,524,618 $ 200,471,972 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 20, 2018 | Sep. 30, 2019 |
Business combination, description | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (which interest shall be net of taxes payable, and less up to $100,000 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company's board of directors, 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 underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company's Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00 per Unit. | |
Underwriters [Member] | ||
Proceeds from public offering | $ 7,000,000 | |
Private Placement [Member] | Sponsor [Member] | ||
Number of shares issued in transaction | 250,000 | |
Share price (in dollars per share) | $ 10 | |
Proceeds from private placement | $ 2,500,000 | |
Private Placement One [Member] | Sponsor [Member] | ||
Number of shares issued in transaction | 3,500,000 | |
Share price (in dollars per share) | $ 1 | |
Proceeds from private placement | $ 3,500,000 | |
Initial Public Offering [Member] | ||
Number of shares issued in transaction | 20,000,000 | |
Share price (in dollars per share) | $ 10 | |
Proceeds from public offering | $ 20,000,000 | |
Gross proceeds from public offering | $ 6,000,000 | |
Cash held outside of Trust Account | 190,297 | |
Minimum net tangible assets to required business combination | $ 5,000,001 | |
Percentage of balance in trust account | 80.00% | |
Percentage of voting interest | 50.00% | |
Initial Public Offering [Member] | Trust Account [Member] | ||
Share price (in dollars per share) | $ 10 | |
Proceeds from public offering | $ 200,000,000 | |
Transaction costs amounted | 11,698,856 | |
Underwriting fees | 4,000,000 | |
Offering costs | 7,000,000 | |
Other costs in public offering | $ 698,856 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Accounting Policies [Abstract] | |||||
Net income (loss) | $ 353,701 | $ (350) | $ 1,775,650 | $ (525) | |
Less: Income attributable to common stock subject to possible redemption | (730,642) | (2,384,767) | |||
Adjusted net loss | $ (376,941) | $ (350) | $ (609,117) | $ (525) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 6,349,587 | 6,250,000 | 6,336,973 | 6,250,000 |
Basic and diluted net loss per share (in dollars per share) | [2] | $ (0.06) | $ 0 | $ (0.1) | $ 0 |
[1] | Excludes an aggregate of 18,865,900 shares subject to possible redemption at September 30, 2019 and an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full at September 30, 2018. The underwriters' election to exercise their over-allotment option expired unexercised in January 4, 2019 and, as a result, 750,000 Founder Shares were forfeited. | ||||
[2] | Excludes income of $730,642 and $2,384,767 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2019, respectively (see Note 3). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2019USD ($)shares | |
Accounting Policies [Abstract] | |
Antidilutive securities excluded from computation of earnings per share | shares | 23,750,000 |
Federal depository insurance coverage | $ 250,000 |
Interest earned on the trust account | $ 178,752 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] | Nov. 20, 2018$ / sharesshares |
Number of shares issued in transaction | shares | 20,000,000 |
Price per share (in dollars per share) | $ 10 |
Sale of stock, description of transaction | Each Unit consists of one share of Class A common stock and one warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7). |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - Sponsor [Member] | Nov. 20, 2018USD ($)$ / sharesshares |
Private Placement [Member] | |
Number of shares issued in transaction | shares | 250,000 |
Price per share (in dollars per share) | $ 10 |
Proceeds from private placement | $ | $ 2,500,000 |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Private Placement One [Member] | |
Number of shares issued in transaction | shares | 3,500,000 |
Price per share (in dollars per share) | $ 1 |
Proceeds from private placement | $ | $ 3,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 04, 2019 | Nov. 15, 2018 | Nov. 14, 2018 | Sep. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2019 | Aug. 22, 2018 |
Aggregate purchase price | $ 25,000 | ||||||
Common Class F [Member] | |||||||
Number of shares converted | 71,875 | ||||||
Aggregate held of shares | 7,187,500 | ||||||
Private Placement [Member] | Warrant [Member] | |||||||
Face amount | $ 250,000 | $ 250,000 | |||||
Exercise price of warrants (in dollars per share) | $ 1 | $ 1 | |||||
Boxwood Merger Corp. (the "Sponsor") [Member] | |||||||
Number of shares issued | 100 | ||||||
Aggregate purchase price | $ 25,000 | ||||||
Description of related party transaction | On November 15, 2018, the Sponsor contributed back to the Company, for no consideration, 1,437,500 Founder Shares. As a result, the initial stockholders held 5,750,000 Founder Shares, of which an aggregate of up to 750,000 shares were subject to forfeiture to the extent that the underwriters’ option to purchase additional Units was not exercised in full or in part, so that the initial stockholders would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units and assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering). | (i) the Sponsor has committed an aggregate of $1,000,000, to be provided to the Company in the event that funds held outside of the Trust Account are insufficient to fund expenses relating to investigating and selecting a target business and other working capital requirements prior to a Business Combination and (ii) the Sponsor, an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company any additional funds as may be required ("Working Capital Loans"), which will be repaid only upon the completion of a Business Combination. | |||||
Boxwood Merger Corp. (the "Sponsor") [Member] | Promissory Note [Member] | |||||||
Face amount | $ 300,000 | ||||||
Boxwood Merger Corp. (the "Sponsor") [Member] | Over-Allotment Option [Member] | |||||||
Shares forfeited outstanding | 5,000,000 | ||||||
Number of shares forfeiture | 750,000 | ||||||
Percentage of issued and outstanding shares own | 20.00% |
Commitments (Details)
Commitments (Details) - USD ($) | Aug. 12, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Exchange of shares corresponding number of Holdings Units | $ 25,000 | ||
Purchase Agreement [Member] | |||
Purchase agreement, description | (i) between $260 million and $337 million of cash and (ii)(a) between $120 million and $197 million of Holdings Units, with each such unit valued at $10.00 per unit (subject to adjustment in accordance with the Purchase Agreement) (the "Rollover Units"), and (b) Class B common stock. For each Holdings Unit received by the Seller as consideration, the Company will issue to the Seller one share of Class B common stock. The final amount of cash and the value of the Rollover Units and Class B common stock is dependent on the amount of money remaining in the Company's Trust Account following any redemptions of the Company's Class A common stock and the amount of additional proceeds (if any) raised by the Company through equity financing sources prior to the Closing (the "Available Equity"). | ||
Purchase price | $ 617,000,000 | ||
Pay off the existing debt | 160,000,000 | ||
Aggregate consideration | 457,000,000 | ||
Debt Commitment Letter [Member] | |||
Contingent on available equity | $ 100,000,000 | ||
Debt Commitment Letter, description | (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $290 million (the "First Lien Term Facility"), (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $40 million (the "Revolving Facility") and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $70 million (together with the First Lien Term Facility, the "Term Loan Facilities"), made available to Buyer. | ||
Term loan facilities, description | (i) greater than $100 million and less than or equal to $160 million, the principal amount of the Term Loan Facilities will be reduced by the difference between the Available Equity (up to a maximum amount of $160 million) and $100 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion. To the extent there is, immediately prior to Closing, Available Equity of greater than $160 million, in addition to the reduction in principal amount of the Term Loan Facilities described in the preceding sentence, (x) the number of Rollover Units received by the Seller will be reduced (and the cash consideration to be paid to the Seller will be correspondingly increased) by an amount equal to 20% of the difference between the Available Equity and $160 million and (y) the principal amount of the Term Loan Facilities will be further reduced by an amount equal to 80% of the difference between the Available Equity and $160 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion until such time as the principal amount of the Term Loan Facilities is reduced to $270 million. Furthermore, to the extent the principal amount of the Term Loan Facilities has been reduced to $270 million, the value of the Rollover Units received by the Seller will be reduced until their value is equal to $120 million, and thereafter the principal amounts of the Term Loan Facilities may be reduced further. | ||
Principle amount | $ 400,000,000 | ||
Common Class B [Member] | Purchase Agreement [Member] | |||
Issuance shares price per share | $ 0.0001 | ||
Exchange of shares corresponding number of Holdings Units | $ 617,000,000 | ||
Underwriters [Member] | |||
Deferred fee | $ 0.35 | ||
Gross proceeds from offering | $ 7,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock subject to possible redemption | 18,865,900 | 18,926,577 |
Percentage of common stock outstanding | 20.00% | |
Warrants [Member] | ||
Description of warrants exercisable | (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). | |
Description of warrants for redemption | The Company may call the warrants for redemption: ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and; ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day trading period referred to above. | |
Common Class F [Member] | ||
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 5,000,000 | 5,750,000 |
Common stock, outstanding | 5,000,000 | 5,750,000 |
Description of voting rights of common stock | Entitled to one vote for each share. | |
Class A Common Stock [Member] | ||
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 1,384,100 | 1,323,423 |
Common stock, outstanding | 1,384,100 | 1,323,423 |
Description of voting rights of common stock | Entitled to one vote for each share. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Level 1 [Member] | Fair Value Measurements Recurring [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 203,524,618 | $ 200,471,972 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Notes to Financial Statements | |
Operating bank | $ 190,297 |
Trust Account | 203,524,618 |
Working capital | 494,883 |
Amount on deposit | $ 3,525,000 |