Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Pivotal Acquisition Corp | |
Entity Central Index Key | 0001752474 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Address, State or Province | NY | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | PVT | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Capital Units | ||
Document Information [Line Items] | ||
Trading Symbol | PVT.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one redeemable warrant | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Trading Symbol | PVT WS | |
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 477,134 | $ 19,168 |
Prepaid expenses and other current assets | 118,884 | |
Total Current Assets | 596,018 | 19,168 |
Deferred offering costs | 133,174 | |
Marketable securities held in Trust Account | 233,279,783 | |
Total Assets | 233,875,801 | 152,342 |
Current liabilities | ||
Accounts payable and accrued expenses | 305,845 | 969 |
Income taxes payable | 555,319 | |
Accrued offering costs | 2,500 | |
Promissory note – related party | 125,000 | |
Total Current Liabilities | 861,164 | 128,469 |
Deferred underwriting fee | 8,050,000 | |
Total Liabilities | 8,911,164 | 128,469 |
Commitments | ||
Class A Common Stock, $0.0001 par value; 75,000,000 shares authorized; 1,247,025 and no shares issued and outstanding (excluding 21,752,975 and no shares subject to possible redemption) as of September 30, 2019 and December 31, 2018, respectively | 219,964,630 | |
Stockholders' Equity | ||
Preferred Stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | ||
Additional paid-in capital | 3,293,092 | 24,425 |
Retained earnings (accumulated deficit) | 1,706,215 | (1,127) |
Total Stockholders' Equity | 5,000,007 | 23,873 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 233,875,801 | 152,342 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common Stock Value | 125 | |
Total Stockholders' Equity | 125 | |
Class B Common Stock | ||
Stockholders' Equity | ||
Common Stock Value | 575 | 575 |
Total Stockholders' Equity | $ 575 | $ 575 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Temporary equity, shares outstanding | 21,752,975 | 0 |
Preferred Stock, per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common Stock, per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares, issued | 1,247,025 | 0 |
Common stock, shares, outstanding | 1,247,025 | 0 |
Class B Common Stock | ||
Common Stock, per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares, issued | 5,750,000 | 5,750,000 |
Common stock, shares, outstanding | 5,750,000 | 5,750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | ||
Operating costs | $ 993 | $ 274,695 | $ 1,017,122 | |
Loss from operations | (993) | (274,695) | (1,017,122) | |
Other income: | ||||
Interest income | 1,141,748 | 3,279,783 | ||
Unrealized loss on marketable securities held in Trust Account | (15,659) | |||
Other income, net | 1,126,089 | 3,279,783 | ||
Income (loss) before provision for income taxes | (993) | 851,394 | 2,262,661 | |
Provision for income taxes | (196,896) | (555,319) | ||
Net income (loss) | $ (993) | $ 654,498 | $ 1,707,342 | |
Weighted average shares outstanding, basic and diluted | [1] | 5,000,000 | 6,979,761 | 6,701,184 |
Basic and diluted net loss per share | $ / shares | [2] | $ 0 | $ (0.03) | $ (0.11) |
[1] | Excludes an aggregate of 21,752,975 shares subject to possible redemption at September 31, 2019. Excludes an aggregate of up to 750,000 shares subject to forfeiture if the underwriters’ option to purchase additional units was not exercised in full or in part at September 30, 2018. | |||
[2] | Net loss per share – basic and diluted excludes interest income attributable to shares subject to possible redemption of $831,541 and $2,434,928 for the three and nine months ended September 30, 2019, respectively (see Note 2). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Aggregate of share subject to possible redemption | 21,752,975 | 21,752,975 | 0 | |
Net income (loss) per share subject to possible redemption | $ 831,541 | $ 2,434,928 | ||
Shares Subject To Forfeiture [Member] | ||||
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount | 750,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Additional Paid in Capital [Member] | Accumulated Deficit/Retained Earnings [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | |
Balance at Aug. 01, 2018 | ||||||
Balance (in shares) at Aug. 01, 2018 | ||||||
Issuance of Class B common stock to Sponsor | [1] | $ 25,000 | 24,425 | $ 575 | ||
Issuance of Class B common stock to Sponsor (in shares) | [1] | 5,750,000 | ||||
Net income (loss) | (993) | (993) | ||||
Balance at Sep. 30, 2018 | 24,007 | 24,425 | (993) | $ 575 | ||
Balance (in shares) at Sep. 30, 2018 | 5,750,000 | |||||
Balance at Dec. 31, 2018 | 23,873 | 24,425 | (1,127) | $ 575 | ||
Balance (in shares) at Dec. 31, 2018 | 5,750,000 | |||||
Sale of Units, net of underwriting discount and offering expenses | 216,883,422 | 216,881,122 | $ 2,300 | |||
Sale of Units, net of underwriting discount and offering expenses (in shares) | 23,000,000 | |||||
Sale of Private Placement Warrants | 6,350,000 | 6,350,000 | ||||
Common stock subject to possible redemption | (218,714,087) | (218,711,906) | $ (2,181) | |||
Common stock subject to possible redemption (in shares) | (21,810,992) | |||||
Net income (loss) | 456,797 | 456,797 | ||||
Balance at Mar. 31, 2019 | 5,000,005 | 4,543,641 | 455,670 | $ 119 | $ 575 | |
Balance (in shares) at Mar. 31, 2019 | 1,189,008 | 5,750,000 | ||||
Balance at Dec. 31, 2018 | 23,873 | 24,425 | (1,127) | $ 575 | ||
Balance (in shares) at Dec. 31, 2018 | 5,750,000 | |||||
Sale of Units, net of underwriting discount and offering expenses (in shares) | 23,000,000 | |||||
Net income (loss) | 1,707,342 | |||||
Balance at Sep. 30, 2019 | 5,000,007 | 3,293,092 | 1,706,215 | $ 125 | $ 575 | |
Balance (in shares) at Sep. 30, 2019 | 1,247,025 | 5,750,000 | ||||
Balance at Mar. 31, 2019 | 5,000,005 | 4,543,641 | 455,670 | $ 119 | $ 575 | |
Balance (in shares) at Mar. 31, 2019 | 1,189,008 | 5,750,000 | ||||
Change in value of common stock subject to possible redemption | (596,043) | (596,047) | $ 4 | |||
Change in value of common stock subject to possible redemption(shares) | 40,753 | |||||
Net income (loss) | 596,047 | 596,047 | ||||
Balance at Jun. 30, 2019 | 5,000,009 | 3,947,594 | 1,051,717 | $ 123 | $ 575 | |
Balance (in shares) at Jun. 30, 2019 | 1,229,761 | 5,750,000 | ||||
Change in value of common stock subject to possible redemption | (654,500) | (654,502) | $ 2 | |||
Change in value of common stock subject to possible redemption(shares) | 17,264 | |||||
Net income (loss) | 654,498 | 654,498 | ||||
Balance at Sep. 30, 2019 | $ 5,000,007 | $ 3,293,092 | $ 1,706,215 | $ 125 | $ 575 | |
Balance (in shares) at Sep. 30, 2019 | 1,247,025 | 5,750,000 | ||||
[1] | Included 750,000 shares subject to forfeiture if the underwriters’ option to purchase additional units was not exercised in full or in part. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | 2 Months Ended |
Sep. 30, 2018shares | |
Aggregate of shares subject to forfeiture | 750,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (993) | $ 1,707,342 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (3,279,783) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (118,884) | |
Accounts payable and accrued expenses | 969 | 304,876 |
Income taxes payable | 555,319 | |
Net cash used in operating activities | (24) | (831,130) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 | |
Proceeds from sale of Private Placement Warrants | 6,350,000 | |
Proceeds from promissory note – related party | 125,000 | |
Repayment of promissory note – related party | (125,000) | |
Payment of offering costs | (67,500) | (335,904) |
Net cash provided by financing activities | 82,500 | 231,289,096 |
Net Change in Cash | 82,476 | 457,966 |
Cash – Beginning | 19,168 | |
Cash – Ending | 82,476 | 477,134 |
Non-cash Investing and Financing Activities: | ||
Deferred underwriting fee payable | 8,050,000 | |
Initial classification of common stock subject to possible redemption | 218,257,180 | |
Change in value of common stock subject to possible redemption | $ 1,707,450 | |
Deferred offering costs included in accrued offering costs | $ 2,500 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Pivotal Acquisition Corp. (the “Company”) was incorporated in Delaware on August 2, 2018 as a blank check company whose objective is to acquire, through a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). All activity through September 30, 2019 relates to the Company’s formation, the Company’s initial public offering of 23,000,000 units (the “Offering”), the simultaneous sale of 6,350,000 warrants (the “Private Placement Warrants”) in a private placement to Pivotal Acquisition Holdings LLC (the “Sponsor”), an entity affiliated with the Company’s executive officers, the Company’s search for a target business with which to complete a Business Combination and the proposed acquisition of LD Topco, Inc. (“LD”), as more fully described in Note 6. The Company has one subsidiary, Pivotal Merger Sub Corp., a wholly owned subsidiary of the Company incorporated in Delaware on May 17, 2019 (“Merger Sub”), which was formed solely to effectuate the Merger described in Note 6. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders prior to the Offering and such amount of proceeds from the Offering that were placed in an account outside of the Trust Account for working capital purposes. As of September 30, 2019, the Company had $477,134 of cash held outside of the Trust Account. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — 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 S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates. Cash and marketable securities held in Trust Account At September 30, 2019, the assets held in the Trust Account were substantially invested in money market funds. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class Reconciliation of net loss per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Three Months ne Months For the 2018 Net income (loss) $ 654,498 $ 1,707,342 $ (993 ) Less: Income attributable to common stock subject to possible redemption (831,541 ) (2,434,928 ) — Adjusted net loss $ (177,043 ) $ (727,586 ) $ (993 ) Weighted average shares outstanding, basic and diluted 6,979,761 6,701,184 5,000,000 Basic and diluted net loss per common share $ (0.03 ) $ (0.11 ) $ (0.00 ) Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2019 | |
Public Offering [Abstract] | |
Public Offering | Note 3 — Public Offering Pursuant to the Offering, the Company sold 23,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each 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. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 4 — Commitments The underwriters of the Offering are entitled to a deferred fee of three and one-half 3.5 On February 4, 2019, a managing member of the Sponsor entered into a forward purchase contract with the Company to purchase, in a private placement to occur concurrently with the consummation of the Company’s initial Business Combination, up to $150,000,000 of the Company’s securities subject to certain conditions. In connection with the signing of the Merger Agreement (defined below), the managing member of the Sponsor indicated that up to $50,000,000 of the commitment could be utilized in connection with the Merger (defined below) if necessary, to satisfy the minimum cash requirement under the Merger Agreement. Except as discussed in Note 8 , there is currently no binding commitment or agreement to purchase any securities and the amount, type and number of securities to be purchased by the managing member of the Sponsor, if any, will not be known until a later date. Accordingly, the managing member of the Sponsor may not agree to purchase any securities, in which case the Company may need to arrange alternate financing to complete the Business Combination. The Company’s stockholders prior to the Offering (the “Initial Stockholders”), the holders of the Private Placement Warrants (and underlying shares of Class A common stock) and the holders of any securities issued upon conversion of working capital loans made by the Company’s Sponsor, officers, directors or their affiliates or pursuant to the forward purchase contract, are entitled to registration rights with respect to their securities pursuant to an agreement dated as of January 31, 2019. The holders of the majority of the securities are entitled to demand that the Company register these securities at any time commencing after expiration of the transfer restrictions. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 5 — Stockholders’ Equity 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 designation, 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 are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 75,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock, both with a par value of $0.0001 per share. As of September 30, 2019 and December 31, 2018, there were 1,247,025 and no shares of Class A common stock issued and outstanding, respectively, excluding 21,752,975 and no shares subject to possible redemption, respectively, and 5,750,000 shares of Class B common stock issued and outstanding. |
Merger Agreement
Merger Agreement | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 6 — Merger Agreement On May 20, 2019, as amended on October 30, 2019, the Company entered into an Agreement and Plan of Reorganization (“Merger Agreement”) by and among the Company, Merger Sub, LD and Carlyle Equity Opportunity GP, L.P. (solely as representative of the stockholders of LD). Pursuant to the Merger Agreement, Merger Sub will merge with and into LD, with LD surviving the merger (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, LD will become a wholly owned subsidiary of the Company, with the stockholders of LD becoming securityholders of the Company. In connection with the Merger Agreement, the stockholders of LD will receive an aggregate of 34,800,000 shares of the Company’s common stock. The stockholders of LD will also have the right to receive up to 2,200,000 shares of the Company’s common stock if the reported closing sale price of the Company’s common stock exceeds $13.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days during the five-year period following the closing of the Transactions. The Transactions will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2019 Assets: Marketable securities held in Trust Account 1 $ 233,279,783 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On October 30, 2019, the Company entered into an amendment to the Merger Agreement to extend the outside date which would allow a party to terminate the agreement under certain circumstances if the Merger had not been consummated by such date from October 31, 2019 to November 6, 2019. On November 7, 2019, Pivotal, the Company and MGG Investment Group, LP (“MGG”) entered into a commitment letter pursuant to the Forward Purchase Contract. The commitment letter provides that, subject to the terms and conditions set forth therein, Pivotal and MGG may enter into definitive documentation pursuant to which Pivotal may borrow, and MGG and/or certain of its affiliates have agreed to lend, up to $150 million of 5-year convertible notes (the “Convertible Notes”), with that principal amount being reduced to the extent that more than $80 million remains in the trust account after giving effect to any redemptions by the public stockholders. As an example, if the trust account holds $130 million in cash after giving effect to such redemptions, then Pivotal may issue $100 million in Convertible Notes. The Convertible Notes will pay interest at a rate of 8% per year, with 4% being paid in cash and 4% being paid in additional Convertible Notes. Pivotal will have the option to require the Convertible Notes to be converted into shares of Pivotal common stock at the then-current stock price if the last reported sale price of the Pivotal common stock equals or exceeds $18.00 per share for any 20 trading days in a 30 trading-day period. Pivotal may repay all or a portion of the Convertible Notes (including any paid-in kind interest) at any time without any prepayment penalty. In the event of such a prepayment, the holders of the Convertible Notes will have the option to purchase shares of Pivotal common stock, at any time prior to the maturity of the Convertible Notes, in an amount equal to the amount of Convertible Notes prepaid at a price equal to the average closing share price for Pivotal common stock for the five trading days prior to the date of the repayment. All principal and accrued but unpaid interest will be due and payable on the fifth anniversary of the consummation of the Business Combination. The commitment letter provides that under the definitive documentation governing the Convertible Notes, Pivotal will be restricted from selling any additional senior or junior debt securities while the Convertible Notes are outstanding without the prior consent of the holders of the Convertible Notes. Such definitive documentation will also contain certain other affirmative covenants customarily included in similar debt instruments issued by public companies. The closing of the issuance of the Convertible Notes (the “Note Closing”) is conditioned upon the consummation of the Business Combination being scheduled to occur immediately following the Note Closing, with the proceeds from the Convertible Notes able to be used to fund the minimum cash consideration set forth in the Merger Agreement. |
Significant Accounting Polici_2
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 S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Principles of consolidation | Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At September 30, 2019, the assets held in the Trust Account were substantially invested in money market funds. |
Net loss per common share | Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class Reconciliation of net loss per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Three Months ne Months For the 2018 Net income (loss) $ 654,498 $ 1,707,342 $ (993 ) Less: Income attributable to common stock subject to possible redemption (831,541 ) (2,434,928 ) — Adjusted net loss $ (177,043 ) $ (727,586 ) $ (993 ) Weighted average shares outstanding, basic and diluted 6,979,761 6,701,184 5,000,000 Basic and diluted net loss per common share $ (0.03 ) $ (0.11 ) $ (0.00 ) |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation of net loss per share | The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Three Months ne Months For the 2018 Net income (loss) $ 654,498 $ 1,707,342 $ (993 ) Less: Income attributable to common stock subject to possible redemption (831,541 ) (2,434,928 ) — Adjusted net loss $ (177,043 ) $ (727,586 ) $ (993 ) Weighted average shares outstanding, basic and diluted 6,979,761 6,701,184 5,000,000 Basic and diluted net loss per common share $ (0.03 ) $ (0.11 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair value of assets measured on a recurring basis | 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2019 Assets: Marketable securities held in Trust Account 1 $ 233,279,783 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Entity Incorporation State Name | Delaware | |||
Date of incorporation | Aug. 2, 2018 | |||
Number of warrants sold | 6,350,000 | |||
Cash on trust account | $ 477,134 | $ 19,168 | $ 82,476 | |
Common Class A [Member] | ||||
Initial public offering | 23,000,000 | 23,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - reconciliation of net loss per share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | ||
Net income (loss) | $ (993) | $ 654,498 | $ 596,047 | $ 456,797 | $ 1,707,342 | |
Less: Income attributable to common stock subject to possible redemption | (831,541) | (2,434,928) | ||||
Adjusted Net Loss | $ (993) | $ (177,043) | $ (727,586) | |||
Weighted average shares outstanding, basic and diluted | [1] | 5,000,000 | 6,979,761 | 6,701,184 | ||
Basic and diluted net loss per common share | [2] | $ 0 | $ (0.03) | $ (0.11) | ||
[1] | Excludes an aggregate of 21,752,975 shares subject to possible redemption at September 31, 2019. Excludes an aggregate of up to 750,000 shares subject to forfeiture if the underwriters’ option to purchase additional units was not exercised in full or in part at September 30, 2018. | |||||
[2] | Net loss per share – basic and diluted excludes interest income attributable to shares subject to possible redemption of $831,541 and $2,434,928 for the three and nine months ended September 30, 2019, respectively (see Note 2). |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019shares | |
Common Class A [Member] | |
Shares excluded from loss per share | 29,350,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - Common Class A [Member] - $ / shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2019 | Sep. 30, 2019 | |
Initial public offering | 23,000,000 | 23,000,000 |
Initial public offering, price per share | $ 10 | |
Warrant Exercise Price | $ 11.50 | |
Over-Allotment Option [Member] | ||
Initial public offering | 3,000,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Deferred underwriting fee payable | $ 8,050,000 |
Deferred underwriting fee rate | 3.50% |
Private Placement [Member] | |
Initial business combination securities transferred | $ 150,000,000 |
LD [Member] | Private Placement [Member] | |
Commitment In Connection With The Merger | $ 50,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Temporary equity, shares outstanding | 21,752,975 | 0 |
Preferred Stock, per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common Stock, per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares, issued | 1,247,025 | 0 |
Common stock, shares, outstanding | 1,247,025 | 0 |
Common Class B [Member] | ||
Common Stock, per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares, issued | 5,750,000 | 5,750,000 |
Common stock, shares, outstanding | 5,750,000 | 5,750,000 |
Merger Agreement - Additional I
Merger Agreement - Additional Information (Detail) | May 20, 2019$ / sharesshares | May 20, 2019$ / shares |
Business Combination, Contingent Consideration Arrangements, Description | In connection with the Merger Agreement, the stockholders of LD will receive an aggregate of 34,800,000 shares of the Company’s common stock. The stockholders of LD will also have the right to receive up to 2,200,000 shares of the Company’s common stock if the reported closing sale price of the Company’s common stock exceeds $13.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days during the five-year period following the closing of the Transactions. | |
LD [Member] | ||
Date Of Merger Agreement | May 20, 2019 | |
Common Stock Issued Or Issuable Pursuant To Merger | 34,800,000 | |
Closing Sale Price Of Company's Common Stock | $ / shares | $ 13.50 | $ 13.50 |
Additional Common Stock Issuable | 34,800,000 | |
LD [Member] | Common Stock Issuable Contingently [Member] | ||
Common Stock Issued Or Issuable Pursuant To Merger | 2,200,000 | |
Additional Common Stock Issuable | 2,200,000 |
Fair Value Measurements - asset
Fair Value Measurements - assets are measured at fair value on a recurring basis (Detail) | Sep. 30, 2019USD ($) |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 233,279,783 |
Subsequent Events - Additional
Subsequent Events - Additional information (Detail) - Subsequent Event - MGG Investment Group, LP $ / shares in Units, $ in Millions | Nov. 07, 2019USD ($)$ / shares |
Minimum [Member] | |
Cash held in trust account after redemptions | $ 80 |
Convertible Debt [Member] | |
Debt instrument maximum borrowing capacity | $ 150 |
Convertible debt term | 5 years |
Cash held in trust account after redemptions | $ 130 |
Debt instrument face amount | $ 100 |
Debt instrument interest rate | 8.00% |
Paid in cash interest percent | 4.00% |
Paid in kind interest percent | 4.00% |
Share price threshold | $ / shares | $ 18 |