Hall of Fame Resort & Entertainment (HOFV) 10-Q 9 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 09, 2019
Entity Registrant Name	Gordon Pointe Acquisition Corp.
Entity Central Index Key	0001708176
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Entity Current reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-38363
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE
Class A Common Stock
Entity Common Stock Shares Outstanding		11,053,539
Class F Common Stock
Entity Common Stock Shares Outstanding		3,125,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash	$ 53,359	$ 89,557
Prepaid expenses	46,250	6,527
Total Current Assets	99,609	96,084
Marketable securities held in Trust Account	129,140,984	128,396,771
Total Assets	129,240,593	128,492,855
Current liabilities
Accounts payable and accrued expenses	302,683	309,265
Income taxes payable	5,379	284,958
Promissory note - related party	100,000
Total Current Liabilities	408,062	594,223
Deferred tax liability	676
Deferred underwriting fees	4,375,000	4,375,000
Deferred legal fee payable	72,500	72,500
Total Liabilities	4,856,238	5,041,723
Commitments (Note 5)
Common stock subject to possible redemption, 11,557,525 and 11,572,288 shares at redemption value as of June 30, 2019 and December 31, 2018, respectively	119,384,346	118,451,128
Stockholders' Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; -0- issued and outstanding
Additional paid-in capital	2,987,516	3,920,735
Retained earnings	2,012,086	1,078,863
Total Stockholders' Equity	5,000,009	5,000,004
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	129,240,593	128,492,855
Class A Common Stock
Stockholders' Equity
Common stock value	94	93
Total Stockholders' Equity	94	93
Class F Common Stock
Stockholders' Equity
Common stock value	313	313
Total Stockholders' Equity	$ 313	$ 313

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
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	11,557,525	11,572,288
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	942,475	927,712
Common stock, shares outstanding	942,475	927,712
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	3,125,000
Common stock, shares outstanding	3,125,000	3,125,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Operating costs		$ 148,100	$ 186,300	$ 323,167	$ 416,189
Loss from operations		(148,100)	(186,300)	(323,167)	(416,189)
Other income:
Interest income		770,755	513,904	1,504,270	805,942
Unrealized (loss) gain on marketable securities held in Trust Account		(4,268)	36,642	3,217	19,880
Other income, net		766,487	550,546	1,507,487	825,822
Income before provision for income taxes		618,387	364,246	1,184,320	409,633
Provision for income taxes		(129,861)	(76,492)	(251,097)	(86,023)
Net income		$ 488,526	$ 287,754	$ 933,223	$ 323,610
Weighted average shares outstanding, basic and diluted	[1]	4,061,551	4,021,824	4,057,156	3,867,301
Basic and diluted net loss per common share	[2]	$ (0.02)	$ (0.02)	$ (0.04)	$ (0.08)
[1]	Excludes an aggregate of up to 11,557,525 and 11,591,450 shares subject to possible redemption at June 30, 2019 and 2018, respectively.
[2]	Excludes income attributable to shares subject to possible redemption of $550,253 and $364,543 for the three months ended June 30, 2019 and 2018, respectively. Excludes income attributable to shares subject to possible redemption of $1,085,101 and $619,806 for the six months ended June 30, 2019 and 2018, respectively.

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Excludes an aggregate of shares that were subject to forfeiture			11,557,525	11,591,450
Excludes income attributable to shares subject to possible redemption	$ 550,253	$ 364,543	$ 1,085,101	$ 619,806

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Class A Common Stock	Class F Common Stock	Additional Paid-in Capital	Retained Earnings / (Accumulated Deficit)	Total
Beginning balance at Dec. 31, 2017		$ 359	$ 24,641	$ (2,416)	$ 22,584
Beginning balance, shares at Dec. 31, 2017		3,593,750
Sale of 12,500,000 Units, net of underwriting discounts and offering expenses	$ 1,250		117,446,019		117,447,269
Sale of 12,500,000 Units, net of underwriting discounts and offering expenses, shares	12,500,000
Sale of 4,900,000 Private Placement Warrants			4,900,000		4,900,000
Forfeiture of Founder Shares		$ (46)	46
Forfeiture of Founder Shares, shares		(468,750)
Change in value of common stock subject to possible redemption	$ (1,161)		(117,404,542)		(117,405,703)
Change in value of common stock subject to possible redemption, shares	(11,603,176)
Net income				35,856	35,856
Ending balance at Mar. 31, 2018	$ 89	$ 313	4,966,164	33,440	5,000,006
Ending balance, shares at Mar. 31, 2018	896,824	3,125,000
Change in value of common stock subject to possible redemption	$ 1		(287,760)		(287,759)
Change in value of common stock subject to possible redemption, shares	11,726
Net income				287,754	287,754
Ending balance at Jun. 30, 2018	$ 90	$ 313	4,678,404	321,194	5,000,001
Ending balance, shares at Jun. 30, 2018	908,550	3,125,000
Beginning balance at Dec. 31, 2018	$ 93	$ 313	3,920,735	1,078,863	5,000,004
Beginning balance, shares at Dec. 31, 2018	927,712	3,125,000
Change in value of common stock subject to possible redemption	$ 1		(444,701)		(444,700)
Change in value of common stock subject to possible redemption, shares	8,839
Net income				444,697	444,697
Ending balance at Mar. 31, 2019	$ 94	$ 313	3,476,034	1,523,560	5,000,001
Ending balance, shares at Mar. 31, 2019	936,551	3,125,000
Change in value of common stock subject to possible redemption			(488,518)		(488,518)
Change in value of common stock subject to possible redemption, shares	5,924
Net income				488,526	488,526
Ending balance at Jun. 30, 2019	$ 94	$ 313	$ 2,987,516	$ 2,012,086	$ 5,000,009
Ending balance, shares at Jun. 30, 2019	942,475	3,125,000

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2018shares
Statement of Stockholders' Equity [Abstract]
Sale of Units, net of underwriting discounts and offering expenses	12,500,000
Sale of Private Placement Warrants	4,900,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows from Operating Activities:
Net income	$ 933,223	$ 323,610
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,504,270)	(805,942)
Unrealized gain on marketable securities held in Trust Account	(3,217)	(19,880)
Deferred tax provision	676
Changes in operating assets and liabilities:
Prepaid expenses	(39,723)	(87,833)
Accounts payable and accrued expenses	(6,582)	150,932
Income taxes payable	(279,579)	86,023
Net cash used in operating activities	(899,472)	(353,090)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account	763,274
Investment of cash in Trust Account		(126,250,000)
Net cash provided by (used in) investing activities	763,274	(126,250,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		122,500,000
Proceeds from sale of Private Placement Warrants		4,900,000
Proceeds from promissory note – related party	100,000
Advances from related party	164,850	88,095
Repayment of advances from related party	(164,850)	(143,302)
Payment of offering costs		(528,339)
Net cash provided by financing activities	100,000	126,816,454
Net Change in Cash	(36,198)	213,364
Cash - Beginning	89,557	3,193
Cash - Ending	53,359	216,557
Supplementary cash flow information:
Cash paid for income taxes	530,000
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	933,218	322,301
Deferred underwriting fees		4,375,000
Deferred legal fee payable		$ 72,500

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2019
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 June 30, 2019 relates to the Company's formation, the Company's initial public offering (the "Initial Public Offering") of 12,500,000 units, the simultaneous sale of 4,900,000 warrants (the "Private Placement Warrants") in a private placement (the "Private Placement") to Gordon Pointe Management, LLC (the "Sponsor"), the Company's search for a target business with which to complete a Business Combination and the proposed acquisition of HOF Village, LLC ("HOFV") (see Note 8). Pursuant to the Company's Amended and Stated Certificate of Incorporation, the Company had until July 30, 2019 (the "Initial Date") to complete a Business Combination (the "Combination Period"). On July 26, 2019, the Company held a special meeting of the stockholders of the Company at which the stockholders approved, among other things, a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Extension Amendment") to extend the deadline to complete a Business Combination from July 30, 2019 to October 31, 2019 (the "Extension"), plus an option for the Company to further extend such date up to three times (the latest such date being referred to as the "Extended Date"), each by an additional 30 days (see Note 8).

Liquidity

Liquidity	6 Months Ended
	Jun. 30, 2019
Liquidity [Abstract]
LIQUIDITY	NOTE 2. LIQUIDITY As of June 30, 2019, the Company had $53,359 in its operating bank accounts, $129,140,984 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and a working capital deficit of $287,183, which excludes franchise and income taxes payable of $21,270, of which such amounts will be paid from interest earned on the Trust Account. As of June 30, 2019, approximately $2,891,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. During the six months ended June 30, 2019, the Company withdrew $763,274 of interest from the Trust Account in order to pay its franchise and income tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting target businesses to acquire, and structuring, negotiating and consummating the Business Combination. In April 2019, the Sponsor committed to provide an aggregate of $410,000 in loans to the Company to finance transaction costs in connection with a Business Combination, as evidenced by a promissory note dated June 18, 2019. Such loans, to the extent advanced, 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. As of June 30, 2019, there was $100,000 outstanding under the promissory note. 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 $410,000 commitment discussed above. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Even if the Company can obtain sufficient financing or raise additional capital, it only has until the Extended Date to consummate a Business Combination. There is no assurance that they will be able to do so prior to the Extended Date.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
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 Form 10-K 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. Marketable securities held in Trust Account At June 30, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the six months ended June 30, 2019, the Company withdrew $763,274 of interest income to pay its franchise and income tax obligations. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. An aggregate of up to 11,557,525 and 11,603,176 shares of common stock subject to possible redemption at June 30, 2019 and 2018, respectively, 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 is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted net loss per common share is calculated as follows: Three Months Ended Six Month Ended June 30, 2019 2018 2019 2018 Net income $ 488,526 $ 287,754 $ 933,223 $ 323,610 Less: Income attributable to common stock subject to possible redemption (550,253 ) (364,543 ) (1,085,101 ) (619,806 ) Adjusted net loss $ (61,727 ) $ (76,789 ) $ (151,878 ) $ (296,196 ) Weighted average shares outstanding, basic and diluted 4,061,551 4,021,824 4,057,156 3,867,301 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.08 ) Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS Advances from Related Party In March 2019, the Sponsor advanced an aggregate of $164,850 for working capital purposes, of which such amount was repaid during the six months ended June 30, 2019. As of June 30, 2019, there were no outstanding advances. Promissory Note – Related Party On June 18, 2019, the Company entered into a promissory note with the Sponsor, pursuant to which the Company can borrow up to an aggregate amount of $410,000 to finance transaction costs in connection with a Business Combination. The note is non-interest bearing, unsecured and due to be paid 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. As of June 30, 2019, there was $100,000 outstanding under the promissory note (see Note 8). 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 months ended June 30, 2019 and 2018, the Company incurred $30,000 in fees for these services. For the six months ended June 30, 2019 and 2018, the Company incurred $60,000 and $50,000, respectively, in fees for these services. At June 30, 2019 and December 31, 2018, $120,000 and $60,000 in administrative fees, respectively, are included in accounts payable and accrued expenses in the accompanying condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, the Company's officers and directors may, but are not obligated to (other than the Sponsor's commitment to provide the Company an aggregate of $410,000 in loans in order to finance transaction costs in connection with a Business Combination (see Note 4)), loan the Company funds from time to time or at any time, as may be required (the "Working Capital Loans"). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder's discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 5. 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 financial statements. Registration Rights Pursuant to a registration rights agreement entered into on January 24, 2018, the holders of the Company’s Class F common stock (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. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fee 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 balance sheets. The deferred fee will be forfeited in the event that the Company fails to complete a Business Combination.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 6. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class F Common Stock

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 7. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured 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 June 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 129,140,984 $ 128,396,771

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. 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. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On July 30, 2019, the Company borrowed an additional $125,000 under the promissory note, bringing the total amount outstanding under the promissory note to $225,000. In connection with the Company's special meeting of stockholders held on July 26, 2019, the Company's Sponsor agreed to contribute to the Company as a loan (each loan being referred to herein as a "Contribution") $0.10 for each share of the Company's common stock issued in its Initial Public Offering (each, a "Public Share") that did not redeem in connection with the stockholder vote to approve the Extension Amendment, plus, if the Company elects to further extend the deadline to complete a Business Combination beyond October 31, 2019, $0.033 for each 30-day period, or portion thereof, up to three additional 30-day periods. The Contribution was conditional upon the approval of the Extension Amendment, which did occur on July 26, 2019. The amount of the Contribution will not bear interest and will be repayable by the Company to the Sponsor upon consummation of the Company's Business Combination. The loans will be forgiven if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. The Sponsor will have the sole discretion whether to continue extending for additional 30-day periods until the Extended Date and if the Sponsor determines not to continue extending for additional 30-day periods, its obligation to make additional Contributions will terminate. In connection with the approval of the Extension Amendment, stockholders elected to redeem an aggregate of 1,446,461 shares of the Company's Class A common stock. As a result, an aggregate of approximately $14,962,645 (or approximately $10.34 per share) was removed from the Company's Trust Account to pay such stockholders and 11,053,539 shares of Class A common stock are now issued and outstanding. On August 1, 2019, the Company issued a press release announcing that the Company had entered into a non-binding Agreement in Principle (the "Agreement in Principle") on August 1, 2019 with HOFV for a proposed business combination transaction. HOFV is a sports, entertainment and media company founded by the Pro Football Hall of Fame through its wholly owned, for-profit subsidiary Hall of Fame Village, Inc., and Industrial Realty Group, LLC. The business combination, if and when completed, will provide HOFV with additional growth capital for the continued development and expansion of the Hall of Fame Village, a multi-use destination attraction and media company extending the mission, values and vision of The Pro Football Hall of Fame and the game of football in Canton, Ohio. Under the terms of the Agreement in Principle, the Company and HOFV intend to enter into a definitive merger agreement, pursuant to which an affiliate of HOFV would merge into a wholly-owned subsidiary of the Company in exchange for common stock of the Company. Completion of the transaction is subject to the negotiation and execution of a definitive merger agreement and satisfaction of the conditions therein, including approval of the transaction by the Company's stockholders. Accordingly, there can be no assurance that a definitive merger agreement will be entered into or that the proposed transaction will be consummated.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
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 Form 10-K
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.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At June 30, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the six months ended June 30, 2019, the Company withdrew $763,274 of interest income to pay its franchise and income tax obligations.
Net loss per common share	Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. An aggregate of up to 11,557,525 and 11,603,176 shares of common stock subject to possible redemption at June 30, 2019 and 2018, respectively, 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 is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted net loss per common share is calculated as follows: Three Months Ended Six Month Ended June 30, 2019 2018 2019 2018 Net income $ 488,526 $ 287,754 $ 933,223 $ 323,610 Less: Income attributable to common stock subject to possible redemption (550,253 ) (364,543 ) (1,085,101 ) (619,806 ) Adjusted net loss $ (61,727 ) $ (76,789 ) $ (151,878 ) $ (296,196 ) Weighted average shares outstanding, basic and diluted 4,061,551 4,021,824 4,057,156 3,867,301 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.08 )
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	Three Months Ended Six Month Ended June 30, 2019 2018 2019 2018 Net income $ 488,526 $ 287,754 $ 933,223 $ 323,610 Less: Income attributable to common stock subject to possible redemption (550,253 ) (364,543 ) (1,085,101 ) (619,806 ) Adjusted net loss $ (61,727 ) $ (76,789 ) $ (151,878 ) $ (296,196 ) Weighted average shares outstanding, basic and diluted 4,061,551 4,021,824 4,057,156 3,867,301 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.08 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 129,140,984 $ 128,396,771

Description of Organization a_2

Description of Organization and Business Operations (Details)	6 Months Ended
	Jun. 30, 2019shares
Private Placement [Member]
Description of Organization and Business Operations (Textual)
Sale of warrants	4,900,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Initial public offering units	12,500,000

Liquidity (Details)

Liquidity (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Liquidity (Textual)
Operating bank accounts	$ 53,359	$ 89,557	$ 216,557	$ 3,193
Marketable securities held in trust account	129,140,984	$ 128,396,771
Working capital deficit	287,183
Franchise and income taxes payable	21,270
Amount on deposit in trust account represented interest income	2,891,000
Withdrew of interest from trust account	763,274
Aggregate of finance transaction costs	$ 410,000
Purchase price per warrant	$ 1
Outstanding under promissory note	$ 100,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Accounting Policies [Abstract]
Net income		$ 488,526	$ 287,754	$ 933,223	$ 323,610
Less: Income attributable to common stock subject to possible redemption		(550,253)	(364,543)	(1,085,101)	(619,806)
Adjusted net loss		$ (61,727)	$ (76,789)	$ (151,878)	$ (296,196)
Weighted average shares outstanding, basic and diluted	[1]	4,061,551	4,021,824	4,057,156	3,867,301
Basic and diluted net loss per common share	[2]	$ (0.02)	$ (0.02)	$ (0.04)	$ (0.08)
[1]	Excludes an aggregate of up to 11,557,525 and 11,591,450 shares subject to possible redemption at June 30, 2019 and 2018, respectively.
[2]	Excludes income attributable to shares subject to possible redemption of $550,253 and $364,543 for the three months ended June 30, 2019 and 2018, respectively. Excludes income attributable to shares subject to possible redemption of $1,085,101 and $619,806 for the six months ended June 30, 2019 and 2018, respectively.

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Summary of Significant Accounting Policies (Textual)
Purchase of common stock	17,400,000
Shares of common stock that were subject to forfeiture	11,557,525	11,591,450
Withdrew of interest income to pay its franchise tax obligations	$ 763,274

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jun. 18, 2019	Dec. 31, 2018
Related Party Transactions (Textual)
Sponsor advanced an aggregate amount for working capital purposes	$ 164,850		$ 164,850
Sponsor monthly fee			10,000
Fees for services	30,000	$ 30,000	60,000	$ 50,000
Accounts payable and accrued expenses	120,000		120,000			$ 60,000
Aggregate of finance transaction costs	410,000		410,000
Working capital loans	$ 1,500,000		$ 1,500,000
Converted into warrants at price per warrant	$ 1		$ 1
Warrants at purchase price	$ 1		$ 1
Promissory note outstanding	$ 100,000		$ 100,000
Promissory Note [Member]
Related Party Transactions (Textual)
Aggregate of finance transaction costs					$ 410,000
Warrants at purchase price					$ 1

Commitments (Details)

Commitments (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Commitments (Textual)
Directors annual retainer fees	$ 20,000
Deferred legal fee	72,500
Deferred legal payable	$ 72,500	$ 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	Jun. 30, 2019	Dec. 31, 2018
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	942,475	927,712
Common stock, shares outstanding	942,475	927,712
Common stock subject to possible redemption	11,557,525	11,572,288
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	3,125,000
Common stock, shares outstanding	3,125,000	3,125,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Marketable securities held in Trust Account	$ 129,140,984	$ 128,396,771
Level 1 [Member]
Marketable securities held in Trust Account	$ 129,140,984	$ 128,396,771

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended
	Jul. 30, 2019	Jul. 26, 2019	Jun. 30, 2019
Common Class A [Member]
Subsequent Events (Textual)
Redeem an aggregate shares			1,446,461
Trust account cash remain			$ 14,962,645
Common stock issued			11,053,539
Common stock outstanding			11,053,539
Subsequent Event [Member]
Subsequent Events (Textual)
Public per share		$ 0.10
Elects to further extend deadline to complete business combination price		$ 0.033
Additional borrowed	$ 125,000
Total amount outstanding	$ 225,000