Hall of Fame Resort & Entertainment (HOFV) 10-Q 6 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 05, 2018
Entity Registrant Name	Gordon Pointe Acquisition Corp.
Entity Central Index Key	1,708,176
Trading Symbol	GPAQ
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class A Common stock
Entity Common Stock, Shares Outstanding		12,500,000
Class F Common stock
Entity Common Stock, Shares Outstanding		3,125,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 148,162	$ 3,193
Prepaid expenses	46,173
Total Current Assets	194,335	3,193
Deferred offering costs		331,623
Marketable securities held in Trust Account	127,684,576
Total Assets	127,878,911	334,816
Current liabilities
Accounts payable and accrued expenses	213,451	2,294
Income taxes payable	178,102
Accrued offering costs		254,731
Advances from related party		55,207
Total Current Liabilities	391,553	312,232
Deferred underwriting fees	4,375,000
Deferred legal fee payable	72,500
Total Liabilities	4,839,053	312,232
Commitments
Common stock subject to possible redemption, 11,581,723 and -0- shares at redemption value as of September 30, 2018 and December 31, 2017, respectively	118,039,854
Stockholders' Equity
Preferred stock, $0.0001 par value; 5,000,000 authorized; -0- issued and outstanding
Additional paid-in capital	4,332,010	24,641
Retained earnings/(accumulated deficit)	667,589	(2,416)
Total Stockholders' Equity	5,000,004	22,584
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	127,878,911	334,816
Class A Common stock
Stockholders' Equity
Common stock value	92
Class F Common stock
Stockholders' Equity
Common stock value	$ 313	$ 359

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock subject to possible redemption	11,581,723	0
Class A Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	918,277	0
Common stock, shares outstanding	918,277	0
Class F Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,000,000	5,000,000
Common stock, shares issued	3,125,000	3,593,750
Common stock, shares outstanding	3,125,000	3,593,750

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2018
Income Statement [Abstract]
Operating costs		$ 170,280	$ 24	$ 1,026	$ 586,469
Loss from operations		(170,280)	(24)	(1,026)	(586,469)
Other income:
Interest income		628,346			1,434,288
Unrealized (loss) gain on marketable securities held in Trust Account		(19,592)			288
Other income		608,754			1,434,576
Income (loss) before provision for income taxes		438,474	(24)	(1,026)	848,107
Provision for income taxes		(92,079)			(178,102)
Net income (loss)		$ 346,395	$ (24)	$ (1,026)	$ 670,005
Weighted average shares outstanding, basic and diluted	[1]	4,033,550	3,125,000	3,125,000	3,923,327
Basic and diluted net loss per common share	[2]	$ (0.02)	$ 0	$ 0	$ (0.10)
[1]	Excludes an aggregate of up to 11,581,723 shares subject to possible redemption at September 30, 2018 and an aggregate of 468,750 shares that were subject to forfeiture at September 30, 2017.
[2]	Excludes income attributable to shares subject to possible redemption of $445,137 and $1,064,409 for the three and nine months ended September 30, 2018, respectively.

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Excludes an aggregate of shares that were subject to forfeiture		11,581,723	468,750
Excludes income attributable to shares subject to possible redemption	$ 445,137	$ 1,064,409

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2018
Cash Flows from Operating Activities:
Net income (loss)	$ (1,026)	$ 670,005
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,434,288)
Unrealized gain on marketable securities held in Trust Account		(288)
Changes in operating assets and liabilities:
Prepaid expenses		(46,173)
Accounts payable and accrued expenses	978	211,157
Income taxes payable		178,102
Net cash used in operating activities	(48)	(421,485)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(126,250,000)
Net cash used in investing activities		(126,250,000)
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		122,500,000
Proceeds from sale of Private Placement Warrants		4,900,000
Advances from related party	15,521	88,095
Repayment of advances from related party		(143,302)
Payment of offering costs	(37,583)	(528,339)
Net cash provided by financing activities	2,938	126,816,454
Net Change in Cash	2,890	144,969
Cash - Beginning		3,193
Cash - Ending	2,890	148,162
Non-Cash Investing and Financing activities:
Initial classification of common stock subject to possible redemption		117,371,161
Change in value of common stock subject to possible redemption		668,693
Deferred underwriting fees		4,375,000
Deferred legal fee payable		72,500
Deferred offering costs included in accrued offering costs	$ 209,194

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Gordon Pointe Acquisition Corp. (the “Company”), is a blank check company incorporated in Delaware on April 12, 2017. 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 or assets (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company is focusing on businesses in the financial services technology sector or related financial services or technology sectors. All activity through September 30, 2018 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on January 24, 2018. On January 30, 2018 the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $125,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Gordon Pointe Management, LLC (the “Sponsor”), generating gross proceeds of $4,900,000, which is described in Note 5. Following the closing of the Initial Public Offering on January 30, 2018, an amount of $126,250,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “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 a Business Combination or (ii) the distribution of the Trust Account. Transaction costs amounted to $7,552,731, consisting of $2,500,000 of underwriting fees, $4,375,000 of deferred underwriting fees (see Note 7) and $677,731 of other costs. Approximately $1,100,000 was deposited into the cash held outside of the Trust Account after the Initial Public Offering. Following the payment of certain transaction expenses, the Company had $148,162 of cash held outside of the Trust Account and available for working capital purposes as of September 30, 2018.

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2018
Liquidity [Abstract]
LIQUIDITY	NOTE 2. LIQUIDITY As of September 30, 2018, the Company had $148,162 in its operating bank accounts, $127,684,576 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or convert stock in connection therewith and a working capital deficit of $197,218. As of September 30, 2018, approximately $1,435,000 of the amount on deposit in the Trust Account represented interest income and unrealized gains, which is available to pay the Company’s tax obligations. To date the Company has not withdrawn any interest from the Trust Account in order to fund working capital tax requirements. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting target businesses to acquire, and structuring, negotiating and consummating the Business Combination. The Sponsor has committed to provide an aggregate of $365,000 in loans to the Company to finance transaction costs in connection with a Business Combination. To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. The loans may also be convertible into common stock purchase warrants at a purchase price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. Through September 30, 2018, there have been no borrowings pursuant to the Sponsor commitment. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but, except as described above, are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. The Company does not believe it will need to raise additional funds in order to meet expenditures required for operating its business. Neither the Sponsor, nor any of the stockholders, officers or directors, or third parties are under any obligation to advance funds to, or invest in, the Company, except for the $365,000 commitment discussed above. The Company may need additional funding to identify a target for a Business Combination. If the Company is unable to raise additional capital, it may be required to suspend the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Even if the Company can obtain sufficient financing or raise additional capital, it only has until July 30, 2019 (the “Combination Period”) to consummate a Business Combination. There is no assurance that they will be able to do so prior to July 30, 2019.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2017 as filed with the SEC on March 30, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the period ended December 31, 2017. The interim results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. 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 those estimates. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. 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. Weighted average shares outstanding at September 30, 2017 were reduced for the effect of an aggregate of 468,750 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The Company applies the two-class method in calculating earnings per share. An aggregate of 11,581,723 shares of common stock subject to possible redemption at September 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,400,000 shares of Class A common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. Reconciliation of Net Loss per Common Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net loss per common share is calculated as follows: Three Months September 30, Three Months September 30, Nine Months Ended September 30, For the Period from April 12, 2017 (inception) through September 30, Net income (loss) $ 346,395 $ (24 ) $ 670,005 $ (1,026 ) Less: Income attributable to common stock subject to redemption (445,137 ) — (1,064,409 ) — Adjusted net income (loss) $ (98,742 ) $ (24 ) $ (394,404 ) $ (1,026 ) Weighted average shares outstanding, basic and diluted 4,033,550 3,125,000 3,923,327 3,125,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.10 ) $ (0.00 ) Recently Issued Accounting Standards In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its condensed financial statements. The Company anticipates its first presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2018
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On January 30, 2018, pursuant to the Initial Public Offering, the Company sold 12,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2018
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 4,900,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On April 12, 2017, the Company issued an aggregate of 3,593,750 shares of Class F common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments. The 3,593,750 Founder Shares included an aggregate of up to 468,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters’ election to exercise their over-allotment option expired unexercised on March 12, 2018 and, as a result, 468,750 Founder Shares were forfeited, resulting in 3,125,000 Founder Shares outstanding as of September 30, 2018. Related Party Advances and Commitments Through September 30, 2018, the Sponsor advanced an aggregate of $143,302 for costs associated with the Initial Public Offering, of which such amount was repaid during the nine months ended September 30, 2018. As of September 30, 2018 and December 31, 2017, there were $0 and $55,207 of outstanding advances from related party, respectively. The Sponsor has committed to provide an aggregate of $365,000 in loans to the Company to finance transaction costs in connection with a Business Combination. To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. The loans may also be convertible into common stock purchase warrants at a purchase price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. There are no amounts currently outstanding under the loans. Administrative Services Agreement The Company entered into an agreement whereby, commencing on January 30, 2018 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the three and nine months ended September 30, 2018, the Company incurred $30,000 and $80,000, respectively, in fees for these services, of which $30,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Director Compensation The Company has agreed to pay each of its independent directors an annual retainer of $20,000 (pro-rated for interim periods of service) for their service as members of the Company’s Board, for which, in addition to general matters of corporate governance and oversight, the Company expects its Board members to assist the Company in the identification and evaluation of industries and particular businesses that are, in the reasonable judgment of the Board, suitable acquisition targets for the Company, as well as assisting the Company in the review and analysis of alternative Business Combinations. In addition, the Company has agreed to pay each independent director a telephonic meeting fee of $1,000 or in-person meeting fee of $1,500 for each meeting attended by such independent director. The Company has also agreed to pay the Chairperson of the Audit Committee an annual retainer of $7,500 and the Chairperson of the Compensation Committee an annual retainer of $5,000. The fees will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees, therefore, these amounts are not accrued in the accompanying condensed financial statements. Registration Rights Pursuant to a registration rights agreement entered into on January 24, 2018, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $4,375,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Deferred Legal Fee On January 30, 2018, in connection with the closing of the Initial Public Offering, the Company became obligated to pay its attorneys a deferred legal fee of $72,500 upon consummation of a Business Combination. Accordingly, the Company recorded $72,500 as deferred legal payable in the accompanying condensed balance sheet at September 30, 2018.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class F Common Stock

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 127,684,576 $ —

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2017 as filed with the SEC on March 30, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the period ended December 31, 2017. The interim results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods.
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 those estimates.
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.
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. Weighted average shares outstanding at September 30, 2017 were reduced for the effect of an aggregate of 468,750 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The Company applies the two-class method in calculating earnings per share. An aggregate of 11,581,723 shares of common stock subject to possible redemption at September 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,400,000 shares of Class A common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.
Reconciliation of Net Loss per Common Share	Reconciliation of Net Loss per Common Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net loss per common share is calculated as follows: Three Months September 30, Three Months September 30, Nine Months Ended September 30, For the Period from April 12, 2017 (inception) through September 30, Net income (loss) $ 346,395 $ (24 ) $ 670,005 $ (1,026 ) Less: Income attributable to common stock subject to redemption (445,137 ) — (1,064,409 ) — Adjusted net income (loss) $ (98,742 ) $ (24 ) $ (394,404 ) $ (1,026 ) Weighted average shares outstanding, basic and diluted 4,033,550 3,125,000 3,923,327 3,125,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.10 ) $ (0.00 )
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its condensed financial statements. The Company anticipates its first presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per common share	Three Months September 30, Three Months September 30, Nine Months Ended September 30, For the Period from April 12, 2017 (inception) through September 30, Net income (loss) $ 346,395 $ (24 ) $ 670,005 $ (1,026 ) Less: Income attributable to common stock subject to redemption (445,137 ) — (1,064,409 ) — Adjusted net income (loss) $ (98,742 ) $ (24 ) $ (394,404 ) $ (1,026 ) Weighted average shares outstanding, basic and diluted 4,033,550 3,125,000 3,923,327 3,125,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.10 ) $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 127,684,576 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 30, 2018	Sep. 30, 2018
Description of Organization and Business Operations (Textual)
Maximum maturity of securities held in trust account		180 days
Transaction costs		$ 7,552,731
Underwriting fees		2,500,000
Deferred underwriting fees		4,375,000
Other underwriting costs		677,731
Cash held outside of trust account		1,100,000
Working capital		$ 148,162
Private Placement [Member]
Description of Organization and Business Operations (Textual)
Consummated sale of warrants		4,900,000
Price of per warrant		$ 1
Gross proceeds private placement warrants		$ 4,900,000
Initial Public Offering and Private Placement Warrants [Member]
Description of Organization and Business Operations (Textual)
Net proceeds of sale of units	$ 126,250,000
Sale of price per unit	$ 10.10
Class A Common Stock [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Consummated initial public offering units	12,500,000
Gross proceeds initial public offering	$ 125,000,000

Liquidity (Details)

Liquidity (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Liquidity (Textual)
Marketable securities held in Trust Account	$ 127,684,576
Operating bank accounts	148,162	$ 3,193	$ 2,890
Working capital	197,218
Interest income on deposit	1,435,000
Aggregate of finance transaction costs	7,552,731
Sponsor [Member]
Liquidity (Textual)
Aggregate of finance transaction costs	$ 365,000
Purchase price of warrants	$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2018
Accounting Policies [Abstract]
Net income (loss)		$ 346,395	$ (24)	$ (1,026)	$ 670,005
Less: Income attributable to common stock subject to redemption		(445,137)			(1,064,409)
Adjusted net income (loss)		$ (98,742)	$ (24)	$ (1,026)	$ (394,404)
Weighted average shares outstanding, basic and diluted	[1]	4,033,550	3,125,000	3,125,000	3,923,327
Basic and diluted net loss per common share	[2]	$ (0.02)	$ 0	$ 0	$ (0.10)
[1]	Excludes an aggregate of up to 11,581,723 shares subject to possible redemption at September 30, 2018 and an aggregate of 468,750 shares that were subject to forfeiture at September 30, 2017.
[2]	Excludes income attributable to shares subject to possible redemption of $445,137 and $1,064,409 for the three and nine months ended September 30, 2018, respectively.

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Summary of Significant Accounting Policies (Textual)
Purchase of common stock	17,400,000
Shares of common stock that were subject to forfeiture	11,581,723	468,750

Initial Public Offering (Detail

Initial Public Offering (Details)	1 Months Ended
	Jan. 30, 2018$ / sharesshares
Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of units | shares	12,500,000
Purchase price per units | $ / shares	$ 10
Class A Common Stock [Member]
Initial Public Offering (Textual)
Public warrant description	Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50.

Private Placement (Details)

Private Placement (Details) - Private Placement [Member]	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Private Placement (Textual)
Purchase of private placement warrants | shares	4,900,000
Price per warrant | $ / shares	$ 1
Proceeds from private placement warrants | $	$ 4,900,000
Private placement warrant, description	Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2018	Mar. 12, 2018	Dec. 31, 2017
Related Party Transactions (Textual)
Advances from related party					$ 55,207
Sponsor monthly fee			10,000
Fees for services		30,000	80,000
Accounts payable and accrued expenses		30,000	30,000
Aggregate of finance transaction costs		7,552,731	7,552,731
Initial Public Offering [Member]
Related Party Transactions (Textual)
Advances from related party		$ 143,302	$ 143,302
Founder Shares [Member]
Related Party Transactions (Textual)
Issuance of common stock to sponsor, shares	3,593,750
Issuance of common stock to sponsor	$ 25,000
Conversion ratio	One-for-one basis
Aggregate shares held by sponsor subject to forfeiture	468,750
Issued and outstanding shares, percentage	20.00%
Founder shares were forfeited				468,750
Founder shares outstanding		3,125,000	3,125,000
Sponsor [Member]
Related Party Transactions (Textual)
Aggregate of finance transaction costs		$ 365,000	$ 365,000
Purchase price of warrants		$ 1	$ 1

Commitments (Details)

Commitments (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 30, 2018	Sep. 30, 2018
Commitments (Textual)
Directors annual retainer fees		$ 20,000
Deferred legal fee	$ 72,500	72,500
Deferred legal payable		$ 72,500
Underwriters Agreement [Member]
Commitments (Textual)
Deferred fee, percentage		3.50%
Underwriters agreement, description		The underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $4,375,000.
Director Compensation [Member]
Commitments (Textual)
Description of commitments contingent		The Company has agreed to pay each independent director a telephonic meeting fee of $1,000 or in-person meeting fee of $1,500 for each meeting attended by such independent director. The Company has also agreed to pay the Chairperson of the Audit Committee an annual retainer of $7,500 and the Chairperson of the Compensation Committee an annual retainer of $5,000.

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Stockholders' Equity (Textual)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Stockholders' Equity (Textual)
Common stock, shares authorized	40,000,000	40,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	918,277	0
Common stock, shares outstanding	918,277	0
Common stock subject to possible redemption	11,581,723	0
Class F Common Stock [Member]
Stockholders' Equity (Textual)
Common stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	3,125,000	3,593,750
Common stock, shares outstanding	3,125,000	3,593,750
Shares subject to forfeiture	0	468,750

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Marketable securities held in Trust Account	$ 127,684,576
Level 1 [Member]
Marketable securities held in Trust Account	$ 127,684,576