Ensysce Biosciences (ENSC) 10-Q 7 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 07, 2019
Document And Entity Information
Entity Registrant Name	Leisure Acquisition Corp.
Entity Central Index Key	0001716947
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity File Number	001-38306
Entity Incorporation, State or Country Code	DE
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Filer Category	Accelerated Filer
Entity Emerging Growth	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		25,000,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash	$ 1,402,157	$ 1,658,398
Prepaid expenses	67,083	87,083
Income tax receivable		170,535
Total Current Assets	1,469,240	1,916,016
Cash and marketable securities held in Trust Account	204,888,032	202,915,739
Total Assets	206,357,272	204,831,755
Current Liabilities
Accounts payable and accrued expenses	745,553	429,246
Accrued offering costs		8,640
Income tax payable	11,785
Total Current Liabilities	327,388	437,886
Deferred tax liability	13,014	1,764
Deferred underwriting fee payable	7,000,000	7,000,000
Total Liabilities	7,770,352	7,439,650
Commitments
Common stock subject to possible redemption, 18,899,782 shares and 18,960,928 shares at redemption value at June 30, 2019 and December 31, 2018, respectively	193,586,919	192,392,104
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,100,218 shares and 6,039,072 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively (excluding 18,899,782 shares and 18,960,928 shares subject to possible redemption at June 30, 2019 and December 31, 2018, respectively)	610	604
Additional paid-in capital	1,713,736	2,908,557
Retained earnings	3,285,655	2,090,840
Total Stockholders' Equity	5,000,001	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 206,357,272	$ 204,831,755

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock subject to possible redemption,at redemption value	18,899,782	18,960,928
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	6,100,218	6,039,072
Common stock, outstanding	6,100,218	6,039,072

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	$ 625,938	$ 311,538	$ 815,112	$ 481,672
Loss from operations	(625,938)	(311,538)	(815,112)	(481,672)
Other income (expense):
Interest income	1,209,556	855,071	2,389,526	1,546,238
Unrealized gain (loss) on marketable securities held in Trust Account	62,498	1,363	61,971	(489)
Other income, net	1,272,054	856,434	2,451,497	1,545,749
Income before provision for income taxes	646,116	544,896	1,636,385	1,064,077
Provision for income taxes	(227,214)	(129,786)	(441,570)	(242,901)
Net income	$ 418,902	$ 415,110	$ 1,194,815	$ 821,176
Weighted average shares outstanding, basic and diluted (in shares)	6,047,864	5,989,961	6,043,492	5,987,156
Basic and diluted net loss per common share (in dollars per share)	$ (0.09)	$ (0.05)	$ (0.10)	$ (0.10)

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Number of shares subject to redemption			18,899,782	18,989,851
Income attributable to common stock subject to redemption	$ 940,124	$ 741,542	$ 1,804,881	$ 1,396,047

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid in Capital [Member]	(Accumulated Deficit)/ Retained Earnings [Member]	Total
Beginning Balance at Dec. 31, 2017	$ 673	$ 5,030,521	$ (31,193)	$ 5,000,001
Beginning Balance (in shares) at Dec. 31, 2017	6,734,320
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 1	(406,067)		(406,066)
Change in value of common stock subject to possible redemption (in shares)	5,641
Forfeiture of Founder Shares	$ (75)	75
Forfeiture of Founder Shares (in shares)	(750,000)
Net income			406,066	406,066
Ending Balance at Mar. 31, 2018	$ 599	4,624,529	374,873	5,000,001
Ending Balance (in shares) at Mar. 31, 2018	5,989,961
Beginning Balance at Dec. 31, 2017	$ 673	5,030,521	(31,193)	$ 5,000,001
Beginning Balance (in shares) at Dec. 31, 2017	6,734,320
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption (in shares)				18,989,851
Net income				$ 821,176
Ending Balance at Jun. 30, 2018	$ 601	4,209,417	789,983	5,000,001
Ending Balance (in shares) at Jun. 30, 2018	6,010,149
Beginning Balance at Dec. 31, 2017	$ 673	5,030,521	(31,193)	5,000,001
Beginning Balance (in shares) at Dec. 31, 2017	6,734,320
Ending Balance at Dec. 31, 2018	$ 604	2,908,557	2,090,840	5,000,001
Ending Balance (in shares) at Dec. 31, 2018	6,039,072
Beginning Balance at Mar. 31, 2018	$ 599	4,624,529	374,873	5,000,001
Beginning Balance (in shares) at Mar. 31, 2018	5,989,961
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 2	(415,112)		(415,110)
Change in value of common stock subject to possible redemption (in shares)	20,188
Net income			415,110	415,110
Ending Balance at Jun. 30, 2018	$ 601	4,209,417	789,983	5,000,001
Ending Balance (in shares) at Jun. 30, 2018	6,010,149
Beginning Balance at Dec. 31, 2018	$ 604	2,908,557	2,090,840	5,000,001
Beginning Balance (in shares) at Dec. 31, 2018	6,039,072
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 1	(775,914)		(775,913)
Change in value of common stock subject to possible redemption (in shares)	8,792
Net income			775,913	775,913
Ending Balance at Mar. 31, 2019	$ 605	2,132,643	2,866,753	5,000,001
Ending Balance (in shares) at Mar. 31, 2019	6,047,864
Beginning Balance at Dec. 31, 2018	$ 604	2,908,557	2,090,840	$ 5,000,001
Beginning Balance (in shares) at Dec. 31, 2018	6,039,072
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption (in shares)				18,899,782
Net income				$ 1,194,815
Ending Balance at Jun. 30, 2019	$ 610	1,713,736	3,285,655	5,000,001
Ending Balance (in shares) at Jun. 30, 2019	6,100,218
Beginning Balance at Mar. 31, 2019	$ 605	2,132,643	2,866,753	5,000,001
Beginning Balance (in shares) at Mar. 31, 2019	6,047,864
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 5	(418,907)		$ (418,902)
Change in value of common stock subject to possible redemption (in shares)	52,354
Net income			418,902	$ 418,902
Ending Balance at Jun. 30, 2019	$ 610	$ 1,713,736	$ 3,285,655	$ 5,000,001
Ending Balance (in shares) at Jun. 30, 2019	6,100,218

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	$ 1,194,815	$ 821,176
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,389,526)	(1,546,238)
Unrealized (gain) loss on marketable securities held in Trust Account	(61,971)	489
Deferred tax provision	11,250
Changes in operating assets and liabilities:
Prepaid expenses	20,000	44,600
Income tax receivable	170,535
Accounts payable and accrued expenses	316,307	14,640
Income tax payable	11,785	(3,635)
Net cash used in operating activities	(726,805)	(668,968)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	479,204	333,254
Net cash provided by investing activities	479,204	333,254
Cash Flows from Financing Activities:
Payment of offering costs	(8,640)	(32,000)
Net cash used in financing activities	(8,640)	(32,000)
Net Change in Cash	(256,241)	(367,714)
Cash - Beginning	1,658,398	2,090,074
Cash - Ending	1,402,157	1,722,360
Supplementary cash flow information:
Cash paid for income taxes	248,000	246,536
Non-Cash investing and financing activities:
Change in value of common stock subject to possible redemption	$ 1,194,815	$ 821,179

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	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Leisure Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 11, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business Combination”). All activity through June 30, 2019 relates to the Company's formation, the Company's initial public offering of 20,000,000 units (the “Initial Public Offering”), the simultaneous sale of 6,825,000 warrants (the “Private Placement Warrants”) in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “Hydra Sponsor”), MLCP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the “Matthews Lane Sponsor,” and, together with the Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora”) and certain members of the Company's management team, and the Company's search for a target business with which to complete a Business Combination. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the sale of the Private Placement Warrants and the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of June 30, 2019, the Company had $1,402,157 in its operating bank accounts, $204,888,032 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of approximately $743,687, which excludes approximately $32,000 of franchise and income taxes payable that will be paid from interest earned on the Trust Account. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or December 5, 2019, the date that the Company will be required to cease all operations except for the purpose of winding up, if a Business Combination is not consummated.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. 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 8 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 year ended December 31, 2018 as filed with the SEC on March 11, 2019 and as amended on March 12, 2019, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2018 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods. 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 events. Accordingly, the actual results could differ significantly from the Company’s 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 $479,204 of interest income from the Trust Account to pay franchise and income taxes. 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. Shares of common stock subject to possible redemption at June 30, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic 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 16,825,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods. Reconciliation of net loss per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net income $ 418,902 $ 415,110 $ 1,194,815 $ 821,176 Less: Income attributable to common stock subject to redemption (940,124 ) (741,542 ) (1,804,881 ) (1,396,047 ) Adjusted net loss $ (521,222 ) $ (326,432 ) $ (610,066 ) $ (574,871 ) Weighted average shares outstanding, basic and diluted 6,047,864 5,989,961 $ 6,043,492 $ 5,987,156 Basic and diluted net loss per common share $ (0.09 ) $ (0.05 ) $ (0.10 ) $ (0.10 ) Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	3. RELATED PARTY TRANSACTIONS Administrative Services Agreement The Company entered into an agreement whereby, commencing on December 1, 2017 through the earlier of the completion of a Business Combination or the Company’s liquidation, the Company will pay Hydra Management, LLC, or its affiliates or assignees, a monthly fee of up to $10,000 for office space, utilities and secretarial and administrative support. For the three months ended June 30, 2019 and 2018, the Company incurred $30,000 in fees for these services. For each of the six months ended June 30, 2019 and 2018, the Company incurred $60,000 in fees for these services. At June 30, 2019 and December 31, 2018, $9,000 and $6,000 in administrative fees, respectively, are included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	4. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2017, the holders of the shares of common stock prior to the Initial Public Offering (the “Founder Shares”), Private Placement Warrants (and their underlying securities), Private Placement Units (and their underlying securities) (as defined below) and any warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of these securities are entitled to make up to two 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 of the Initial Public Offering are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000. Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. 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. Contingent Forward Purchase Contract On December 1, 2017, the Company entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”) with HG Vora to purchase, in a private placement for gross proceeds of $62,500,000 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on the same terms as the sale of the Units in the Initial Public Offering at $10.00 per Unit (“Private Placement Units”). The funds from the sale of the Private Placement Units will be used as part of the consideration to the sellers in the Business Combination; any excess funds from the Private Placement Units will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares. HG Vora’s obligation to purchase our Units under the contingent forward purchase contract is contingent upon, among other things, HG Vora approving the Business Combination, which approval can be withheld for any reason. Service Provider Agreement From time to time we have entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, we may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2019
Stockholders' Equity
STOCKHOLDERS' EQUITY	5. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	6. 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, 2019 December 31, 2018 Assets: Cash and marketable securities held in Trust Account 1 $ 204,888,032 $ 202,915,739

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	7. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the 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 financial statements.

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 8 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 year ended December 31, 2018 as filed with the SEC on March 11, 2019 and as amended on March 12, 2019, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2018 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.
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 events. Accordingly, the actual results could differ significantly from the Company’s 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 $479,204 of interest income from the Trust Account to pay franchise and income taxes.
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. Shares of common stock subject to possible redemption at June 30, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic 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 16,825,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods.
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 loss per common share is calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net income $ 418,902 $ 415,110 $ 1,194,815 $ 821,176 Less: Income attributable to common stock subject to redemption (940,124 ) (741,542 ) (1,804,881 ) (1,396,047 ) Adjusted net loss $ (521,222 ) $ (326,432 ) $ (610,066 ) $ (574,871 ) Weighted average shares outstanding, basic and diluted 6,047,864 5,989,961 $ 6,043,492 $ 5,987,156 Basic and diluted net loss per common share $ (0.09 ) $ (0.05 ) $ (0.10 ) $ (0.10 )
Recent accounting pronouncements	Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed 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 loss per common share	The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net income $ 418,902 $ 415,110 $ 1,194,815 $ 821,176 Less: Income attributable to common stock subject to redemption (940,124 ) (741,542 ) (1,804,881 ) (1,396,047 ) Adjusted net loss $ (521,222 ) $ (326,432 ) $ (610,066 ) $ (574,871 ) Weighted average shares outstanding, basic and diluted 6,047,864 5,989,961 $ 6,043,492 $ 5,987,156 Basic and diluted net loss per common share $ (0.09 ) $ (0.05 ) $ (0.10 ) $ (0.10 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
Schedule of assets measured at fair value	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, 2019 December 31, 2018 Assets: Cash and marketable securities held in Trust Account 1 $ 204,888,032 $ 202,915,739

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Operating bank accounts	$ 1,402,157	$ 1,658,398	$ 1,722,360	$ 2,090,074
Securities held in trust account	204,888,032	$ 202,915,739
Working capital	743,687
Franchise costs	$ 32,000
Hydra LAC, LLC [Member] | Initial Public Offering [Member]
Number of shares issued in transaction	20,000,000
Hydra LAC, LLC [Member] | Warrant [Member] | Private Placement [Member]
Number of shares issued in transaction	6,825,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Accounting Policies [Abstract]
Net income	$ 418,902	$ 775,913	$ 415,110	$ 406,066	$ 1,194,815	$ 821,176
Less: Income attributable to common stock subject to redemption	(940,124)		(741,542)		(1,804,881)	(1,396,047)
Adjusted net loss	$ (521,222)		$ (326,432)		$ (610,066)	$ (574,871)
Weighted average shares outstanding, basic and diluted (in shares)	6,047,864		5,989,961		6,043,492	5,987,156
Basic and diluted net loss per common share (in dollars per share)	$ (0.09)		$ (0.05)		$ (0.10)	$ (0.10)

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 05, 2017	Jun. 30, 2019	Jun. 30, 2018
Cash withdrawn from Trust Account		$ 479,204	$ 333,254
Sponsors [Member] | Warrant [Member] | Private Placement [Member]
Number of units issued in transaction	16,825,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - Sponsors [Member] - Administrative Services Agreement [Member] - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2017	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Administrative fees	$ 10,000
Payment for administrative fees		$ 30,000	$ 30,000	$ 60,000	$ 60,000
Accounts Payable and Accrued Expenses [Member]
Payment for administrative fees				$ 9,000		$ 6,000

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	Dec. 01, 2017	Jun. 30, 2019
Over-Allotment Option [Member] | Underwriters Agreement [Member]
Description of underwriting discount		The underwriters of the Initial Public Offering are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000. Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination.
Underwriters [Member] | Over-Allotment Option [Member] | Underwriters Agreement [Member]
Percentage of deferred fees		3.50%
Proceeds from underwriter option		$ 7,000,000
HG Vora [Member] | Private Placement [Member] | Contingent Forward Purchase Contract [Member]
Number of units issued	6,250,000
Proceeds from private placement	$ 62,500,000
Unit price (in dollars per unit)	$ 10
Hydra LAC, LLC [Member] | Initial Public Offering [Member]
Number of units issued		20,000,000

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	Jan. 15, 2018	Jun. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Preferred stock, authorized		1,000,000	1,000,000		1,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, issued
Preferred stock, outstanding
Common stock, authorized		100,000,000	100,000,000		100,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001		$ 0.0001
Common stock, issued		6,100,218	6,100,218		6,039,072
Common stock, outstanding		6,100,218	6,100,218		6,039,072
Number of shares for redemption			18,899,782	18,989,851
Common stock, rights			Holders of the Company’s common stock are entitled to one vote for each share.
Over-Allotment Option [Member]
Number of shares forfeited	750,000
Common Stock Subject to Mandatory Redemption [Member]
Number of shares for redemption			18,899,782		18,960,928

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 204,888,032	$ 202,915,739