Tiberius Acquisition (TIBRU) 10-K 25 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Mar. 25, 2019	Jun. 29, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Tiberius Acquisition Corp
Entity Central Index Key	0001662253
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 165.8
Entity Common Stock, Shares Outstanding		21,562,500
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 325,115	$ 5,347
Income tax receivable	30,000	0
Prepaid expenses	114,725	12,500
Total current assets	469,840	17,847
Deferred offering costs	0	223,020
Investments and cash held in trust account	176,444,379	0
Total assets	176,914,219	240,867
Current liabilities:
Accounts payable and accrued expenses	184,237	30,534
Due to sponsor	5,000	0
Note payable	0	204,563
Total current liabilities	189,237	235,097
Sponsor loan payable	1,725,000	0
Deferred underwriting commissions	7,350,000	0
Total liabilities	9,264,237	235,097
Commitments and Contingencies:
Common stock subject to possible redemption; $0.0001 par value; 15,914,128 shares (at redemption value of approximately $10.22 per share) as of December 31, 2018	162,649,981	0
Stockholders' equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding	0	0
Common stock, $0.0001 par value, 60,000,000 shares authorized, 5,648,372 shares issued and outstanding (excluding 15,914,128 shares subject to possible redemption) as of December 31, 2018 and 4,312,500 issued and outstanding as of December 31, 2017	565	431
Additional paid-in-capital	3,437,124	24,569
Retained earnings (Accumulated deficit)	1,562,312	(19,230)
Total stockholders' equity	5,000,001	5,770
Total liabilities and stockholders' equity	$ 176,914,219	$ 240,867

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical)	Dec. 31, 2018$ / sharesshares
LIABILITIES AND STOCKHOLDERS' EQUITY:
Common stock subject to possible redemption, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock subject to possible redemption, shares (in shares)	15,914,128
Common stock, redemption value (in dollars per share) | $ / shares	$ 10.22
Stockholders' equity:
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, authorized shares (in shares)	1,000,000
Preferred stock, issued shares (in shares)	0
Preferred stock, outstanding shares (in shares)	0
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	60,000,000
Common stock, shares issued (in shares)	5,648,372
Common stock, shares outstanding (in shares)	5,648,372

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
STATEMENTS OF OPERATIONS [Abstract]
General and administrative expenses		$ (668,087)	$ (16,297)
Loss from operations		(668,087)	(16,297)
Other income:
Interest income		2,687,003	0
Unrealized (losses) on marketable securities		(17,374)	0
Other income, net		2,669,629	0
Income (loss) before provision for income taxes		2,001,542	(16,297)
Provision for income taxes		(420,000)	0
Net income (loss)		$ 1,581,542	$ (16,297)
Weighted average number of shares outstanding:
Basic and diluted (in shares)	[1]	5,205,676	3,750,000
Loss available to common shares:
Basic and diluted (in dollars per share)	[2]	$ (0.06)	$ 0
[1]	Excludes an aggregate of up to 15,914,128 shares subject to redemption at December 31, 2018, and excludes and aggregate of 562,500 shares subject to forfeiture to the extent the underwriters' over-allotment option is note exercised in full at December 31, 2017.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $1,917,518 for the year ended December 31, 2018.

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
STATEMENTS OF OPERATIONS [Abstract]
Common stock subject to possible redemption, shares (in shares)	15,914,128
Shares forfeited (in shares)	562,500
Net loss per common share - basic and diluted excludes interest income attributable to common stock	$ 1,917,518	$ 0

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Beginning at Dec. 31, 2016	$ 431	$ 24,569	$ (2,933)	$ 22,067
Balance at Beginning (in shares) at Dec. 31, 2016	4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 0	0	(16,297)	(16,297)
Balance at End at Dec. 31, 2017	$ 431	24,569	(19,230)	$ 5,770
Balance at End (in shares) at Dec. 31, 2017	4,312,500			4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of common stock to public, net of offering costs	$ 1,725	161,560,945	0	$ 161,562,670
Sale of common stock to public, net of offering costs (in shares)	17,250,000			17,250,000
Sale of 4,500,000 Private Placement Warrants	$ 0	4,500,000	0	$ 4,500,000
Common stock subject to possible redemption	$ (1,591)	(162,648,390)	0	$ (162,649,981)
Common stock subject to possible redemption (in shares)	(15,914,128)			(15,914,128)
Net income	$ 0	0	1,581,542	$ 1,581,542
Balance at End at Dec. 31, 2018	$ 565	$ 3,437,124	$ 1,562,312	$ 5,000,001
Balance at End (in shares) at Dec. 31, 2018	5,648,372			5,648,372

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2018shares
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Abstract]
Private placement warrants sold (in shares)	4,500,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ 1,581,542	$ (16,297)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Interest earned in Trust Account	(2,687,003)	0
Unrealized losses on marketable securities held in Trust Account	17,374	0
Changes in operating assets and liabilities:
Changes in prepaid expenses and other current assets	(102,225)	(12,500)
Changes in accounts payable and accrued expenses	153,704	1,644
Changes in income taxes receivable	(30,000)	0
Net cash used by operating activities	(1,066,608)	(27,153)
Cash flows from investing activities:
Investment of cash in Trust Account	(174,225,000)	0
Interest income released from Trust Account for taxes	450,250	0
Net cash used by investing activities	(173,774,750)	0
Cash flows from financing activities:
Proceeds from sale of Units in Public Offering	169,500,000	0
Proceeds from Sponsor Loan	1,725,000	0
Proceeds from sale of Private Placement Warrants	4,500,000	0
Note payable borrowings	45,437	12,500
Repayment of Note payable borrowings	(250,000)	0
Advance from Sponsor	74,540	0
Repayment of Advance from Sponsor	(69,540)	0
Payment of offering costs	(364,311)	(5,000)
Net cash provided by financing activities	175,161,126	7,500
Increase (decrease) in cash	319,768	(19,653)
Cash at beginning of period	5,347	25,000
Cash at end of period	325,115	5,347
Cash paid for taxes	450,000	0
Supplemental disclosure of non-cash investing and financing activities:
Deferred underwriting commissions	7,350,000	0
Deferred offering costs included in accrued offering cost	0	28,890
Payment of deferred offering cost directly through related party note payable	0	25,000
Initial value of common shares subject to possible redemption	161,033,395	0
Change in value of common shares subject to possible redemption	$ 1,616,586	$ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2018
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: Tiberius Acquisition Corporation (the ‘‘Company’’) was incorporated in Delaware on November 18, 2015. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the ‘‘Business Combination’’). While it may pursue an acquisition opportunity in any business industry or sector and in any geographic region, the Company expects to focus on the U.S. based middle-market insurance sector. The Company has not selected any specific business combination target. The period from November 18, 2015 (inception) through December 31, 2018 related to the Company’s formation and its public offering (“Public Offering”) described below, and since the Public Offering, the search for a target business with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. The registration statement for the Company’s Public Offering was declared effective on March 15, 2018. On March 20, 2018, the Company consummated the Public Offering of 15,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”) generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Public Offering, the Company consummated the sale of 4,500,000 warrants at a price of $1.00 per warrant (“Placement Warrants”) in a private placement to Lagniappe Ventures LLC (the “Sponsor”) generating gross proceeds of $4,500,000 (“Private Placement”), which is described in Note 4. Simultaneously with the closing of the Public Offering, the Company received a loan from the Sponsor in the amount of $1,500,000 (“Sponsor Loan”), which is described in Note 4. Following the closing of the Public Offering on March 20, 2018, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the Public Offering, Placement Warrants, and Sponsor Loan was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of the initial 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 the Company to pay its tax obligations. On March 28, 2018, in connection with the underwriters’ exercise of their over-allotment option in full, the Company consummated the sale of an additional 2,250,000 Units at $10.00 per Unit, and the Company received a loan from the Sponsor in the amount of $225,000. Following the closing, an additional $22,725,000 of net proceeds was placed in the Trust Account. Transaction costs amounted to $10,937,331, consisting of $3,000,000 of underwriting fees, $7,350,000 of deferred underwriting fees and $587,331 of Public Offering costs. In addition, $1,278,124 of cash was held outside of the Trust Account was available for working capital purposes immediately following the Public Offering. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with a Target Business (discussed below). As used herein, ‘‘Target Business’’ 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 (less any deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination in accordance NASDAQ listing rules. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, the Company’s initial stockholders, officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of an initial Business Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete its initial Business Combination within 24 months of the closing of the public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete an Business Combination within the prescribed time frame). If the Company submits an initial Business Combination to its public stockholders for a vote, the Company’s initial stockholders have agreed to vote their founder shares and any public shares purchased in favor of an initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Accounting Standards Codification (‘‘ASC’’) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account was initially $10.10 per public share ($174,225,000 held in the Trust Account divided by 17,250,000 public common shares). If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions in connection with a Business Combination pursuant to the tender offer rules, the Company’s Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a ‘‘group’’ (as defined under Section 13 of the Exchange Act) will be restricted from redeeming its shares with respect to more than an aggregate of 10% of the shares sold in the Public Offering (‘‘Excess Shares’’). However, the Company would not be restricting the stockholders’ ability to vote all of their shares (including Excess Shares) for or against a Business Combination. The Company will only have 24 months from the closing date of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $50,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The sponsor has entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their founder shares; however, if the sponsor or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the Trust Account remaining available for distribution will be less than the public offering price per Unit in the Proposed Offering. In order to protect the amounts held in the Trust Account, the Company’s Chairman and Chief Executive Officer has agreed that he 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 amount of funds in the Trust Account below (i) $10.10 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 value of trust assets. This liability will not apply with respect 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 Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Chairman and Chief Executive Officer will not be responsible to the extent of any liability for such third party claims. The Trust Account The proceeds held in the Trust account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described above. The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released to us until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any shares of common stock included in the Units sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete the initial Business Combination within 24 months from the closing of the Public Offering; and (iii) the redemption of 100% of the shares of common stock included in the Units sold in the Public Offering if the Company is unable to complete an initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (‘‘SEC’’). Liquidity As of December 31, 2018, the Company had $325,115 in cash held outside of the Trust Account, $141,150 in interest income available from the Company’s investments in the Trust Account to pay its franchise and income taxes payable, and current liabilities of $189,237. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company expects that it will have sufficient resources to fund our operations for one year from the date of this filing. 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. Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC 480, common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the years ended December 31, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of shares of common stock to be issued to settle warrants and convertible debt, as calculated using the treasury method. For the years ended December 31, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock, since the exercise of the warrants and conversion of debt is contingent on the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Year ended, December 31, 2018 2017 Net income (loss) $ 1,581,542 $ (16,297 ) Less: Income attributable to common stock subject to possible redemption (1,917,518 ) - Net loss available to common shares $ (335,976 ) $ (16,297 ) Basic and diluted weighted average number of shares 5,205,676 3,750,000 Basic and diluted loss available to common shares $ (0.06 ) $ (0.00 ) Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and cash equivalents: The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 and 2017. Cash and Marketable Securities held in Trust Account: The amounts held in the Trust Account represent proceeds from the Public Offering, the Private Placement, the Sponsor Loan, and accumulated earnings thereon totaling $176,444,379, of which $176,443,135 were invested in United States treasury obligations with original maturities of six months or less. The remaining $1,244 of proceeds were held in cash. These assets can only be used by the Company in connection with the consummation of an initial Business Combination, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. During the year ended December 31, 2018, the Company withdrew $450,000 to pay its tax obligations. Common stock subject to possible redemption: The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) 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 events not solely within the Company’s control) is classified as temporary equity and is measured at redemption value. 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 balance sheet. Offering Cost The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Bulletin 5A – “Expenses of Offering.” Offering costs were $10,937,331 (including underwriting commission of $3,000,000 and deferred underwriting commissions of $7,350,000), consisting principally of costs incurred in connection with preparation for the Public Offering. These offering costs were charged to additional paid in capital upon closing of the Public Offering. Fair Value of Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the balance sheet primarily due to their short term nature. Use of Estimates: The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes: The Company complies with the accounting and reporting requirements of ASC 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 and are 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 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. There were no uncertain tax benefits as of December 31, 2018 and 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018 and 2017. 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 U.S. federal, U.S. states or foreign jurisdiction 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 U.S. federal, U.S. state and foreign 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. Under ASC 740, the enactment of H.R. 1, (‘‘Tax Act’’) also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets will be revalued from 35% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. Deferred tax assets and related valuation allowance are deemed to be immaterial for the period ended December 31, 2018 and 2017. The Company 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 financial statements. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

PUBLIC OFFERING

PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2018
PUBLIC OFFERING [Abstract]
PUBLIC OFFERING	NOTE 3 — PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 17,250,000 Units at a price of $10.00 per Unit, including the underwriter over-allotment of 2,250,000 units. Each Unit consists of one share of the Company’s common stock, $0.0001 par value and one redeemable common stock purchase warrant (the ‘‘Warrants’’). Each Warrant entitles the holder to purchase one share of common stock at a price of $11.50. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants issued in connection with the 17,250,000 Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2018
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4— RELATED PARTY TRANSACTIONS Founder Shares In December 2015, the Sponsor purchased 4,312,500 shares of common stock (the ‘‘Founder Shares’’) for $25,000, or approximately $0.006 per share. In December 2017, the Sponsor transferred 15,000 Founder Shares to each of the Company’s independent director nominees. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As a result of the underwriters’ over-allotment exercise in full, no shares are currently subject to forfeiture. The Company’s initial stockholders’ have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the ‘‘Lock Up Period’’). If subsequent to the Company’s initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities, or other property, the Founder Shares will be released from the lock-up. Placement Warrants The Sponsor purchased from the Company an aggregate of 4,500,000 warrants at a price of $1.00 per warrant (a purchase price of $4,500,000), in the Private Placement that occurred simultaneously with the completion of the Public Offering. Each Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. The purchase price of the Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s initial Business Combination. The Placement Warrants (including the common stock issuable upon exercise of the Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Related Party Loans The Company’s Sponsor loaned the Company an aggregate of $250,000 against the issuance of an unsecured promissory note (the ‘‘Note’’) to cover expenses related to this Public Offering. This loan was repaid during the quarter ended June 30, 2018. Additionally, the Company’s Sponsor paid, on behalf of the Company, a total of $69,540 for costs related to the Public Offering in excess of the Note, which was repaid out of working capital during the quarter ended June 30, 2018. Our Sponsor has extended a loan to the Company in the amount of $1,725,000, inclusive of $225,000 as a result of the exercise of the underwriter’s over-allotment option, which is non-interest bearing and will which will become due upon the completion of a Business Combination. In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to it. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans (including the loan from our Sponsor) 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 Placement Warrants discussed above, though the Sponsor loan warrants would be identical to the public warrants, except that they would not be redeemable by the Company and would be exercisable on a cashless basis. Other than the currently existing loan from our Sponsor, the terms of such loans by the Company’s Sponsor, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Commencing March 2018, the Company agreed to pay its Chief Investment Officer $12,500 per month until the earlier of liquidation or the consummation of an initial Business Combination. The Company paid a total of $112,500 during the year ended December 31, 2018. In addition, an amount of $6,250 is included in Accounts payable and accrued expenses as of December 31, 2018. In March 2018, the Company entered into an Administrative Services Agreement pursuant to which it pays its Sponsor, an affiliate of our Executive Chairman and our Chief Executive Officer, a total of $10,000 per month for office space, utilities and secretarial support. Upon completion of our initial Business Combination or liquidation, the Company will cease paying these monthly fees. The Company paid a total of $90,000 pursuant to this agreement during the year ended December 31, 2018. In addition, an amount of $5,000 is included in Due to Sponsor as of December 31, 2018.

CASH AND MARKETABLE SECURITIES

CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT	12 Months Ended
	Dec. 31, 2018
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT [Abstract]
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT	NOTE 5 — CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT Upon the closing of the Public Offering, the Private Placement, and the Sponsor Loan, $174,225,000 was placed in the Trust Account. At December 31, 2018, The Company’s Trust Account consisted of $1,244 of cash and $176,443,135 in United States treasury obligations with maturities of one hundred and eighty (180) days or less.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2018
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 6 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. December 31, 2018 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments in United States treasury obligations held in Trust Account $ 176,443,135 $ 176,444,135 $ - $ - Total $ 176,444,135 $ 176,444,135 $ - $ -

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2018
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 60,000,000 shares with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2018, there were 5,648,372 shares of common stock issued and outstanding (excluding 15,914,128 shares of common stock subject to redemption). At December 31, 2017, there were 4,312,500 shares of common stock issued and outstanding (including an aggregate of up 562,500 shares subject to forfeiture to the extent the over-allotment option is not exercised in full by the underwriters). Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2018 and December 31, 2017, there were no shares of preferred stock issued and outstanding. Warrants The warrants will become exercisable on the later of (a) 30 days after the completion of our initial Business Combination, and (b) 12 months from the closing of the Public Offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company did not register the shares of common stock issuable upon exercise of the warrants. However, the Company has agreed that as soon as practicable, but in no event later than thirty (30) days after the closing of an initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of an initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the trust account. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants or sponsor loan warrants): • in whole and not in part; • at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and • if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a ‘‘cashless basis.’’ In determining whether to require all holders to exercise their warrants on a ‘‘cashless basis,’’ its management will consider, among other factors, cash position, the number of warrants that are outstanding and the dilutive effect on stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ‘‘fair market value’’ (defined below) by (y) the fair market value. The ‘‘fair market value’’ shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. None of the Placement Warrants or sponsor loan warrants will be redeemable by the Company so long as they are held by the Company’s sponsor or its permitted transferees.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2018
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 — COMMITMENTS AND CONTINGENCIES Underwriting Agreement The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Public Offering, excluding any amounts raised pursuant to the over-allotment option, or $3,000,000. In addition, the Underwriter is entitled to aggregate deferred underwriting discount of $7,350,000 consisting of (i) four percent (4%) of the gross proceeds of the Public Offering, excluding any amounts raised pursuant to the over-allotment option, and (ii) six percent (6%) of the gross proceeds of the Units sold in the Public Offering pursuant to the over-allotment option. The Deferred Discount will be waived by the underwriters if the Company fails to complete a Business Combination and liquidates. Registration Rights Pursuant to a registration rights agreement entered into on March 15, 2018, the holders of the Company’s Founder Shares, holders of the Placement Warrants and holders of any warrants issued to the sponsor on conversion of the Sponsor’s loan at its discretion (and any shares of common stock issuable upon the exercise of such warrants, respectively) are entitled to registration rights. The Company’s Sponsor, holders of the Placement Warrants and holders of any warrants issued to the Sponsor on conversion of the Sponsor’s loan at its discretion (and any shares of common stock issuable upon the exercise of such warrants, respectively) are entitled to make up to three demands, 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 their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not provide for any cash penalties or additional penalties associated with any delays in registering the securities. Forward Purchase Contracts An anchor investor has committed, pursuant to a forward purchase contract with the Company, to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of its initial Business Combination, 1,500,000 of the Company’s units at $10.00 per unit, and 300,000 shares of Common Stock (which will have the same terms as the Founder Shares described herein, except that they shall be for no additional consideration). The funds from the sale of units will be used as part of the consideration to the sellers in the initial Business Combination or for the combined company’s working capital needs. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial Business Combination or future working capital needs. Co-anchor investors have also committed, pursuant to forward purchase contracts with the Company, to purchase, in a private placement for gross proceeds of $10,000,000 to occur concurrently with the consummation of its initial Business Combination, 1,000,000 shares of Common Stock at a purchase price of $10.00 per share and 100,000 additional shares of Common Stock; these additional shares shall have the same terms as the Founder Shares, except that they shall be for no additional consideration. The funds from the sale of such shares will be used as part of the consideration to the sellers in the initial Business Combination or for the combined company’s working capital needs. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial Business Combination or future working capital needs.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2018
INCOME TAX [Abstract]
INCOME TAX	NOTE 9 — INCOME TAX The Company's net deferred tax liabilities are as follows: December 31, December 31, 2018 2017 Deferred tax asset (liability) Net operting loss carryover $ - $ 3,965 Unrealized loss on marketable securities 3,649 - Deferred tax asset (liability) $ 3,649 $ 3,965 The income tax provision consists of the following: For the year ended December 31, 2018 For the year ended December 31, 2017 Federal Current $ 420,000 $ - Deferred - - State Current - - Deferred - - Change in valuation allowance - - Income tax provision expense/(benefit) $ 420,000 $ - A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 and 2017 is as follows: 2018 2017 Statutory federal income tax rate 21 % 35 % State taxes, net of federal tax benefit 0 % 0 % Income tax provision expense/(benefit) 21 % 35 % As of December 31, 2018 and 2017, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open and subject to examination. The Company considers Louisiana to be a significant state tax jurisdiction.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (‘‘SEC’’).
Liquidity	Liquidity As of December 31, 2018, the Company had $325,115 in cash held outside of the Trust Account, $141,150 in interest income available from the Company’s investments in the Trust Account to pay its franchise and income taxes payable, and current liabilities of $189,237. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company expects that it will have sufficient resources to fund our operations for one year from the date of this filing.
Loss Per Common Share	Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. Consistent with ASC 480, common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the years ended December 31, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of shares of common stock to be issued to settle warrants and convertible debt, as calculated using the treasury method. For the years ended December 31, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into common stock, since the exercise of the warrants and conversion of debt is contingent on the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Year ended, December 31, 2018 2017 Net income (loss) $ 1,581,542 $ (16,297 ) Less: Income attributable to common stock subject to possible redemption (1,917,518 ) - Net loss available to common shares $ (335,976 ) $ (16,297 ) Basic and diluted weighted average number of shares 5,205,676 3,750,000 Basic and diluted loss available to common shares $ (0.06 ) $ (0.00 )
Concentration of Credit Risk	Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and cash equivalents: The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 and 2017.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities held in Trust Account: The amounts held in the Trust Account represent proceeds from the Public Offering, the Private Placement, the Sponsor Loan, and accumulated earnings thereon totaling $176,444,379, of which $176,443,135 were invested in United States treasury obligations with original maturities of six months or less. The remaining $1,244 of proceeds were held in cash. These assets can only be used by the Company in connection with the consummation of an initial Business Combination, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. During the year ended December 31, 2018, the Company withdrew $450,000 to pay its tax obligations.
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) 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 events not solely within the Company’s control) is classified as temporary equity and is measured at redemption value. 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 balance sheet.
Offering Cost	Offering Cost The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Bulletin 5A – “Expenses of Offering.” Offering costs were $10,937,331 (including underwriting commission of $3,000,000 and deferred underwriting commissions of $7,350,000), consisting principally of costs incurred in connection with preparation for the Public Offering. These offering costs were charged to additional paid in capital upon closing of the Public Offering.
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 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the balance sheet primarily due to their short term nature.
Use of Estimates	Use of Estimates: The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes: The Company complies with the accounting and reporting requirements of ASC 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 and are 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 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. There were no uncertain tax benefits as of December 31, 2018 and 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018 and 2017. 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 U.S. federal, U.S. states or foreign jurisdiction 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 U.S. federal, U.S. state and foreign 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. Under ASC 740, the enactment of H.R. 1, (‘‘Tax Act’’) also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets will be revalued from 35% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. Deferred tax assets and related valuation allowance are deemed to be immaterial for the period ended December 31, 2018 and 2017. The Company
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 financial statements.
Subsequent Events	Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Loss Per Common Share	A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Year ended, December 31, 2018 2017 Net income (loss) $ 1,581,542 $ (16,297 ) Less: Income attributable to common stock subject to possible redemption (1,917,518 ) - Net loss available to common shares $ (335,976 ) $ (16,297 ) Basic and diluted weighted average number of shares 5,205,676 3,750,000 Basic and diluted loss available to common shares $ (0.06 ) $ (0.00 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2018
FAIR VALUE MEASUREMENTS [Abstract]
Assets Measured on Recurring Basis	Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. December 31, 2018 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments in United States treasury obligations held in Trust Account $ 176,443,135 $ 176,444,135 $ - $ - Total $ 176,444,135 $ 176,444,135 $ - $ -

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2018
INCOME TAX [Abstract]
Deferred Tax Assets and Liabilities	The Company's net deferred tax liabilities are as follows: December 31, December 31, 2018 2017 Deferred tax asset (liability) Net operting loss carryover $ - $ 3,965 Unrealized loss on marketable securities 3,649 - Deferred tax asset (liability) $ 3,649 $ 3,965
Income Tax Provision	The income tax provision consists of the following: For the year ended December 31, 2018 For the year ended December 31, 2017 Federal Current $ 420,000 $ - Deferred - - State Current - - Deferred - - Change in valuation allowance - - Income tax provision expense/(benefit) $ 420,000 $ -
Reconciliation of Federal Income Tax Rate to Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 and 2017 is as follows: 2018 2017 Statutory federal income tax rate 21 % 35 % State taxes, net of federal tax benefit 0 % 0 % Income tax provision expense/(benefit) 21 % 35 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Mar. 28, 2018	Mar. 20, 2018	Dec. 31, 2018	Dec. 31, 2017
Organization and General [Abstract]
Number of units sold in public offering (in shares)			17,250,000
Gross proceeds from units sold in public offering			$ 169,500,000	$ 0
Private placement warrants sold (in shares)			4,500,000
Proceeds from warrants sold			$ 4,500,000	0
Loan from sponsor	$ 225,000	$ 1,500,000	1,725,000	0
Net proceeds placed in Trust Account			$ 174,225,000
Units sold in public offering price per unit (in dollars per share)			$ 10.10
Transaction costs			$ 10,937,331
Underwriting fees			3,000,000
Deferred underwriting fees			7,350,000	$ 0
Public offering costs			587,331
Cash held outside of Trust Account			$ 1,278,124
Business Combinations [Abstract]
Minimum percentage fair value target business in trust account balance			80.00%
Number of business days in which cash needs to be deposited prior to business combination			2 days
Net tangible assets			$ 5,000,001
Period to complete initial business combination			24 months
Percentage of excess shares to be restricted from redeeming			10.00%
Minimum period to redeem public shares of common stock			10 days
Interest on dissolution expenses			$ 50,000
Trust Account [Abstract]
Percentage of common stock to be redeemed in case of not completing business combination			100.00%
Maximum [Member]
Trust Account [Abstract]
Maturity period of treasury bills			180 days
Public Offering [Member]
Organization and General [Abstract]
Number of units sold in public offering (in shares)		15,000,000
Gross proceeds from units sold in public offering		$ 150,000,000
Net proceeds placed in Trust Account		$ 151,500,000
Units sold in public offering price per unit (in dollars per share)		$ 10.10
Private Placement [Member]
Organization and General [Abstract]
Private placement warrants sold (in shares)		4,500,000
Warrants sold (in dollars per share)		$ 1
Proceeds from warrants sold		$ 4,500,000
Over-Allotment Option [Member]
Organization and General [Abstract]
Number of units sold in public offering (in shares)	2,250,000		2,250,000
Net proceeds placed in Trust Account	$ 22,725,000
Units sold in public offering price per unit (in dollars per share)	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Liquidity [Abstract]
Cash held outside of the Trust Account		$ 325,115	$ 5,347	$ 25,000
Interest income from investments in Trust Account		141,150
Current liabilities		$ 189,237	$ 235,097
Loss Per Common Share [Abstract]
Antidilutive warrants, securities and other contracts excluded from computation of earnings per share (in shares)		0	0
Net income (loss)		$ 1,581,542	$ (16,297)
Less: Income attributable to common stock subject to possible redemption		(1,917,518)	0
Net loss available to common shares		$ (335,976)	$ (16,297)
Basic and diluted weighted average number of shares (in shares)	[1]	5,205,676	3,750,000
Basic and diluted loss available to common shares (in dollars per share)	[2]	$ (0.06)	$ 0
Concentration of Credit Risk [Abstract]
Federal depository insurance coverage		$ 250,000
Cash and Marketable Securities Held in Trust Account [Abstract]
Amount held in trust account		176,444,379	$ 0
Investments in United States treasury obligations held in Trust Account		$ 176,443,135
Original maturity of amount held in trust account		6 months
Proceeds held in cash		$ 1,244
Withdrawn amount for income tax obligation		450,000
Offering Cost [Abstract]
Offering costs		10,937,331
Underwriting commission		3,000,000
Deferred underwriting commissions		7,350,000	0
Income Taxes [Abstract]
Uncertain tax benefits		0	0
Interest and penalties related to unrecognized tax benefits		$ 0	$ 0
Corporate tax rate		21.00%	35.00%
[1]	Excludes an aggregate of up to 15,914,128 shares subject to redemption at December 31, 2018, and excludes and aggregate of 562,500 shares subject to forfeiture to the extent the underwriters' over-allotment option is note exercised in full at December 31, 2017.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $1,917,518 for the year ended December 31, 2018.

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Mar. 28, 2018	Dec. 31, 2018	Dec. 31, 2017
Public Offering [Abstract]
Number of units sold in public offering (in shares)		17,250,000
Units sold in public offering price per unit (in dollars per share)		$ 10
Number of common shares consisted by each unit (in shares)		1
Units sold in public offering price per unit (in dollars per share)		$ 0.0001	$ 0.0001
Number of redeemable common shares consisted by each unit (in shares)		1
Number of warrants to purchase common shares (in shares)		1
Warrant exercise price (in dollars per share)		$ 11.50
Number of days after completion of Business Combination for warrants to become exercisable		30 days
Number of months from closing of Public Offering for warrants to become exercisable		12 months
Number of years after completion of Business Combination for warrant expiration		5 years
Warrants redemption price (in dollars per share)		$ 0.01
Period of prior written notice to redeem warrants		30 days
Last sale price of common stock (in dollars per share)		$ 18
Over-Allotment [Member]
Public Offering [Abstract]
Number of units sold in public offering (in shares)	2,250,000	2,250,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 28, 2018	Mar. 20, 2018	Dec. 31, 2017	Dec. 31, 2015	Dec. 31, 2018	Dec. 31, 2017	Mar. 31, 2018
Founder Shares [Abstract]
Additional shares of Common Stock in Business Combination (in shares)					17,250,000
Founder Shares purchase price					$ 161,562,670
Founder Shares price per share (in dollars per share)					$ 10.10
Founder shares forfeited (in shares)					562,500
Sale price of common stock (in dollars per share)					$ 18
Private Placement Warrants [Abstract]
Warrants purchase price					$ 4,500,000	$ 0
Number of warrants to purchase common shares (in shares)					1
Warrant exercise price (in dollars per share)					$ 11.50
Related Party Loans [Abstract]
Extended loan amount	$ 225,000	$ 1,500,000	$ 0		$ 1,725,000	0
Amount paid to related party					69,540	0
Accounts payable and accrued expenses			$ 30,534		184,237	$ 30,534
Chief Investment Officer [Member]
Related Party Loans [Abstract]
Amount payable to related party					$ 12,500
Placement [Member]
Private Placement Warrants [Abstract]
Warrants purchase price		$ 4,500,000
Over-allotment [Member]
Founder Shares [Abstract]
Additional shares of Common Stock in Business Combination (in shares)	2,250,000				2,250,000
Founder Shares price per share (in dollars per share)	$ 10
Sponsor [Member]
Founder Shares [Abstract]
Additional shares of Common Stock in Business Combination (in shares)				4,312,500
Founder Shares purchase price				$ 25,000
Founder Shares price per share (in dollars per share)				$ 0.006
Period after completion of initial business combination that founder share activity is restricted, subject to certain conditions					1 year
Minimum number of days after initial business combination that founder shares can be transferred subject to certain conditions					150 days
Related Party Loans [Abstract]
Issuance of unsecured promissory note					$ 250,000
Amount of expenses paid on behalf of company					69,540
Extended loan amount					$ 1,725,000
Conversion price per share (in dollars per share)					$ 1
Amount paid to related party					$ 112,500
Accounts payable and accrued expenses					6,250
Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Loans [Abstract]
Amount payable to related party					5,000
Amount paid to related party					$ 90,000
Sponsor [Member] | Minimum [Member]
Founder Shares [Abstract]
Sale price of common stock (in dollars per share)					$ 12
Sponsor [Member] | Maximum [Member]
Related Party Loans [Abstract]
Loans can be converted into warrants					$ 2,000,000
Sponsor [Member] | Director [Member]
Founder Shares [Abstract]
Additional shares of Common Stock in Business Combination (in shares)			15,000
Sponsor [Member] | Executive Chairman and Chief Executive Officer [Member] | Administrative Services Agreement [Member]
Related Party Loans [Abstract]
Amount payable to related party							$ 10,000
Sponsor [Member] | Placement [Member]
Founder Shares [Abstract]
Sale price of common stock (in dollars per share)					$ 1
Private Placement Warrants [Abstract]
Number of warrants purchased by sponsor (in shares)					4,500,000
Warrants purchase price					$ 4,500,000
Number of warrants to purchase common shares (in shares)					1
Warrant exercise price (in dollars per share)					$ 11.50
Period after completion of initial business combination that placement warrants transfer, assign or sale					30 days
Sponsor [Member] | Over-allotment [Member]
Founder Shares [Abstract]
Founder shares forfeited (in shares)					0
Related Party Loans [Abstract]
Extended loan amount					$ 225,000
Sponsor [Member] | Over-allotment [Member] | Maximum [Member]
Founder Shares [Abstract]
Founder shares forfeited (in shares)			562,500			562,500

CASH AND MARKETABLE SECURITIE_2

CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT (Details)	12 Months Ended
	Dec. 31, 2018USD ($)
CASH AND MARKETABLE SECURITIES IN TRUST ACCOUNT [Abstract]
Amount placed in trust account upon closing	$ 174,225,000
Cash in trust account	1,244
Investments in united states treasury obligations held in trust account	$ 176,443,135
Maximum maturity period of US treasury obligation	180 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2018USD ($)
Assets, Fair Value Disclosure [Abstract]
Investments in United States treasury obligations held in Trust Account	$ 176,443,135
Recurring [Member]
Assets, Fair Value Disclosure [Abstract]
Investments in United States treasury obligations held in Trust Account	176,443,135
Total	176,444,135
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets, Fair Value Disclosure [Abstract]
Investments in United States treasury obligations held in Trust Account	176,444,135
Total	176,444,135
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure [Abstract]
Investments in United States treasury obligations held in Trust Account	0
Total	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure [Abstract]
Investments in United States treasury obligations held in Trust Account	0
Total	$ 0

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	1 Months Ended	12 Months Ended
	Dec. 31, 2017$ / sharesshares	Dec. 31, 2018Vote$ / sharesshares	Dec. 31, 2017$ / sharesshares
Common Stock [Abstract]
Common stock, authorized (in shares)	60,000,000	60,000,000	60,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per holder | Vote		1
Common shares subject to redemption (in shares)		15,914,128
Common shares issued (in shares)	4,312,500	5,648,372	4,312,500
Common shares outstanding (in shares)	4,312,500	5,648,372	4,312,500
Founder shares subject to forfeiture (in shares)		562,500
Preferred Stock [Abstract]
Preferred stock authorized (in shares)	1,000,000	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock issued (in shares)	0	0	0
Preferred stock outstanding (in shares)	0	0	0
Warrants [Abstract]
Number of months from the closing of the Public Offering when warrants become exercisable		12 months
Number of years after completion of Business Combination when the warrant expires		5 years
Redemption price of outstanding warrants (in dollars per share) | $ / shares		$ 0.01
Redemption period		30 days
Last sale price of common stock (in dollars per share) | $ / shares		$ 18
Number of trading days needed for fair market value		10 days
Sponsor [Member] | Over-Allotment Option [Member]
Common Stock [Abstract]
Founder shares subject to forfeiture (in shares)		0
Minimum [Member]
Warrants [Abstract]
Number of days after the completion of the Business Combination when warrants become exercisable		30 days
Minimum [Member] | Sponsor [Member]
Warrants [Abstract]
Last sale price of common stock (in dollars per share) | $ / shares		$ 12
Maximum [Member]
Warrants [Abstract]
Number of days after the completion of the Business Combination when warrants become exercisable		90 days
Maximum [Member] | Sponsor [Member] | Over-Allotment Option [Member]
Common Stock [Abstract]
Founder shares subject to forfeiture (in shares)	562,500		562,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	12 Months Ended
	Dec. 31, 2018USD ($)Demand$ / sharesshares	Dec. 31, 2017USD ($)
Underwriting Agreement [Abstract]
Percentage of underwriting discount paid	2.00%
Underwriting commission | $	$ 3,000,000
Deferred underwriting commissions | $	$ 7,350,000	$ 0
Percentage of gross proceeds of units sold in public offerings	4.00%
Percentage of gross proceeds from public offering pursuant to over-allotment	6.00%
Registration Rights [Abstract]
Maximum number of demands sponsor is entitled | Demand	3
Forward Purchase Contracts [Abstract]
Price per unit (in dollars per share) | $ / shares	$ 10.10
Additional shares of Common Stock in Business Combination (in shares)	17,250,000
Forward Purchase Contracts [Member] | Anchor Investor [Member]
Forward Purchase Contracts [Abstract]
Gross proceeds | $	$ 15,000,000
Number of units in Business Combination (in shares)	1,500,000
Price per unit (in dollars per share) | $ / shares	$ 10
Additional shares of Common Stock in Business Combination (in shares)	300,000
Forward Purchase Contracts [Member] | Co-Anchor Investors [Member]
Forward Purchase Contracts [Abstract]
Gross proceeds | $	$ 10,000,000
Number of units in Business Combination (in shares)	1,000,000
Price per unit (in dollars per share) | $ / shares	$ 10
Additional shares of Common Stock in Business Combination (in shares)	100,000

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Deferred Tax Asset (Liability) [Abstract]
Net operating loss carryover	$ 0	$ 3,965
Unrealized loss on marketable securities	3,649	0
Deferred tax asset	3,649	3,965
Federal [Abstract]
Current	420,000	0
Deferred	0	0
State [Abstract]
Current	0	0
Deferred	0	0
Change in valuation allowance	0	0
Income tax provision expense/(benefit)	$ 420,000	$ 0
Reconciliation of Effective Income Tax Rate [Abstract]
Statutory federal income tax rate	21.00%	35.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Income tax provision expense/(benefit)	21.00%	35.00%
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 0	$ 0
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 0	$ 0