Ensysce Biosciences (ENSC) 10-K 10 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 09, 2020	Jun. 30, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Leisure Acquisition Corp.
Entity Central Index Key	0001716947
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 193,800,000
Entity Common Stock, Shares Outstanding		23,876,251
Entity File Number	001-38306
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current Assets
Cash	$ 1,061,151	$ 1,658,398
Prepaid expenses		87,083
Prepaid income taxes	138,571	170,535
Total Current Assets	1,199,722	1,916,016
Cash and marketable securities held in Trust Account	195,312,177	202,915,739
TOTAL ASSETS	196,511,899	204,831,755
Current Liabilities
Accounts payable and accrued expenses	2,771,045	429,246
Accrued offering costs		8,640
Total Current Liabilities	2,771,045	437,886
Promissory note	566,268
Deferred tax liability		1,764
Deferred underwriting fee payable	7,000,000	7,000,000
Total Liabilities	10,337,313	7,439,650
Commitments
Common stock subject to possible redemption, 17,501,073 and 18,960,928 shares at redemption value at December 31, 2019 and 2018, respectively	181,174,585	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; 6,375,178 and 6,039,072 shares issued and outstanding (excluding 17,501,073 and 18,960,928 shares subject to possible redemption) at December 31, 2019 and 2018, respectively	638	604
Additional paid-in capital	2,542,569	2,908,557
Retained earnings	2,456,794	2,090,840
Total Stockholders' Equity	5,000,001	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 196,511,899	$ 204,831,755

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	17,501,073	18,960,928
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,375,178	6,039,072
Common stock, shares outstanding	6,375,178	6,039,072

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Operating costs		$ 3,328,674	$ 1,559,245
Reimbursement of due diligence expenses			(600,005)
Loss from operations		(3,328,674)	(959,240)
Other income:
Interest income		4,249,828	3,626,792
Unrealized gain on marketable securities held in Trust Account			8,397
Other income		4,249,828	3,635,189
Income before provision for income taxes		921,154	2,675,949
Provision for income taxes		(555,200)	(553,916)
Net income		$ 365,954	$ 2,122,033
Weighted average shares outstanding, basic and diluted (in shares)	[1]	6,081,996	6,002,703	[2]
Basic and diluted net loss per common share (in dollars per share)	[2]	$ (0.47)	$ (0.22)
[1]	Excludes an aggregate of 17,501,073 and 18,960,928 shares subject to possible redemption at December 31, 2019 and 2018, respectively.
[2]	Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $3,239,823 and $3,464,722 for the year ended December 31, 2019 and 2018, respectively (see Note 2).

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Common stock subject to possible redemption, shares	17,501,073	18,960,928
Income attributable to shares subject to possible redemption	$ 3,239,823	$ 3,464,722

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	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
Change in value of common stock subject to possible redemption	$ 6	(2,122,039)		(2,122,033)
Change in value of common stock subject to possible redemption (in shares)	54,752
Forfeiture of Founder Shares	$ (75)	75
Forfeiture of Founder Shares (in shares)	(750,000)
Net income			2,122,033	2,122,033
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
Change in value of common stock subject to possible redemption	$ 34	(365,988)		(365,954)
Change in value of common stock subject to possible redemption (in shares)	336,106
Net income			365,954	365,954
Ending Balance at Dec. 31, 2019	$ 638	$ 2,542,569	$ 2,456,794	$ 5,000,001
Ending Balance (in shares) at Dec. 31, 2019	6,375,178

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash Flows from Operating Activities:
Net income	$ 365,954	$ 2,122,033
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(4,249,828)	(3,626,792)
Unrealized gain on marketable securities held in Trust Account		(8,397)
Deferred tax (benefit) provision	(1,764)	1,764
Changes in operating assets and liabilities:
Prepaid expenses	87,083	130,017
Prepaid income taxes	31,964	(170,535)
Accounts payable and accrued expenses	2,341,799	317,282
Income taxes payable		(3,635)
Net cash used in operating activities	(1,424,792)	(1,238,263)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(566,288)
Cash withdrawn from Trust Account for redemption of common stock	11,583,473
Cash withdrawn from Trust Account for franchise taxes and income taxes	836,205	838,587
Net cash provided by investing activities	11,853,390	838,587
Cash Flows from Financing Activities:
Proceeds from promissory notes - related parties	566,268
Redemption of common stock	(11,583,473)
Payment of offering costs	(8,640)	(32,000)
Net cash used in financing activities	(11,025,845)	(32,000)
Net Change in Cash	(597,247)	(431,676)
Cash - Beginning	1,658,398	2,090,074
Cash - Ending	1,061,151	1,658,398
Supplementary cash flow information:
Cash paid for income taxes	525,000	726,322
Non-Cash investing and financing activities:
Change in value of common stock subject to possible redemption	$ 365,954	$ 2,122,033

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2019
Accounting Policies [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"). At December 31, 2019, the Company had not yet commenced operations. All activity through December 31, 2019 relates to the Company's formation, its initial public offering ("Initial Public Offering"), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of GTWY Holdings Limited, a Canadian corporation ("GTWY Holdings") (see Note 6). In September 2018, the Company received a $600,005 reimbursement for expenses that it incurred in connection with the due diligence of evaluating a potential Business Combination with GTWY Holdings that did not materialize at that time. The registration statement for the Company's Initial Public Offering was declared effective on December 1, 2017. On December 5, 2017, the Company consummated the Initial Public Offering of 20,000,000 units ("Units" and, with respect to the common stock included in the Units, the "Public Shares"), generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the "Private Placement Warrants") at a price of $1.00 per warrant 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, generating gross proceeds of $6,825,000, which is described in Note 4. Following the closing of the Initial Public Offering on December 5, 2017, an amount of $200,000,000 ($10.00 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") and 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, as described below. Transaction costs amounted to $11,548,735, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $548,735 of Initial Public Offering costs. In addition, at December 31, 2019, cash of $1,061,151 was held outside of the Trust Account and is available for working capital purposes. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company's initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding deferred underwriting commissions and franchise and income taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. In addition, the Company's Business Combination must be approved by HG Vora as a condition to the Contingent Forward Purchase Contract (as described in Note 6). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any deposits made to the Trust Account in connection with extension payments and any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes). The per share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 7). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors and the Company's other initial stockholders (collectively, the "Initial Stockholders") have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Company's Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the common stock sold in the Initial Public Offering. The Company has until April 5, 2020 to consummate a Business Combination or such later date to the extent our stockholders approve an extension) On November 26, 2019, the Company held a special meeting pursuant to which the Company's stockholders approved extending the Combination Period from December 5, 2019 to April 5, 2020 (the "Extended Date"). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 1,123,749 shares of the Company's common stock. As a result, an aggregate of approximately $11,583,473 (or approximately $10.31 per share) was released from the Company's Trust Account to pay such stockholders and 18,876,251 shares of common stock are now issued and outstanding. The Company agreed to contribute (the "Contribution") $0.03 for each share of the Company's common stock that did not redeem in connection with the extension for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on December 6, 2019 and on the 6 th On each of December 5, 2019, January 3, 2020, February 4, 2020 and March 4, 2020, the Company made a Contribution of $0.03 for each of the public shares outstanding, for an aggregate Contribution of $2,265,151, of which $566,288 was made as of December 31, 2019, which amounts were deposited into the Trust Account. On December 5, 2019, the Company entered into an expense advancement agreement (the "GTWY Expense Advance Agreement") with an affiliate of GTWY Holdings ("Potential Target"), pursuant to which the Potential Target committed to provide $566,288 to fund contributions to the Trust Account. The Company drew down the full amount under the GTWY Expense Advance Agreement to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note to the Potential Target (see Note 5). The Initial Stockholders have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company's Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Special 2020 Extension Meeting The Company has scheduled a special meeting of stockholders for March 26, 2020, pursuant to which it will seek stockholder approval to extend the Combination Period from April 5, 2020 to June 30, 2020 (the "Second Extension Meeting"). The public stockholders will be able to elect to redeem their shares in connection with the Second Extension Meeting for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any deposits made into the Trust Account for extension payments and any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes). If the Company does not obtain stockholder approval and is unable to complete the Transaction by April 5, 2020, the Company would wind up it's affairs and liquidate. 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 December 31, 2019, the Company had $1,061,151 in its operating bank accounts, $195,312,177 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 deficit of $1,669,844, which excludes $138,571 of prepaid income taxes and $40,050 of franchise and income taxes payable that will be paid from interest earned on the Trust Account. On January 15, 2020, the Company issued unsecured promissory notes (the "Promissory Notes") for an aggregate amount of $1,000,000 to its Sponsors and HG Vora. The Company may use the funds received fund its working capital requirements and to fund required Contributions to its Trust Account in connection with the extension of the date by which the Company must complete its Business Combination. 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 April 5, 2020, 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 (see Note 7).

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019 and 2018. Marketable securities held in Trust Account At December 31, 2019 and 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the year ended December 31, 2019 and 2018, the Company withdrew $836,205 and $838,587 of interest income from the Trust Account to pay franchise and income taxes. 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 feature 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's balance sheets. Income taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification ("ASC") Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 December 31, 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 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: Year Ended Year Ended 2019 2018 Net income $ 365,954 $ 2,122,033 Less: Income attributable to common stock subject to possible redemption (3,239,823 ) (3,464,722 ) Adjusted net loss (2,873,869 ) (1,342,689 ) Weighted average common shares outstanding, basic and diluted 6,081,996 6,002,703 Basic and diluted net loss per common share $ (0.47 ) $ (0.22 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times may exceed the federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. 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.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2019
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, and one-half of one warrant ("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2019
Private Placement [Abstract]
PRIVATE PLACEMENT	4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, affiliates of the Hydra Sponsor and Matthews Lane Sponsor, HG Vora and certain members of management purchased an aggregate of 6,825,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,825,000. Each Private Placement Warrant entitles the holder to purchase one share of 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	5. RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2017, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders ("Founder Shares") for an aggregate purchase price of $25,000. On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters' over-allotment was not exercised in full or in part, so that the Initial Stockholders would own 20% of the Company's issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). The underwriters' election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding as of January 15, 2018. The Initial Stockholders have agreed, subject to certain exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company's stockholders having the right to exchange their common stock for cash, securities or other property. 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 a monthly fee of up to $10,000 for office space, utilities and secretarial and administrative support. For each of the years ended December 31, 2019 and 2018, the Company incurred $120,000 in fees for these services. As of December 31, 2019 and 2018, $17,000 and $6,000, respectively, is included in accounts payable and accrued expenses in the accompanying balance sheets. Promissory Note On December 5, 2019, the Company entered into the GTWY Expense Advance Agreement, pursuant to which the Potential Target committed to provide $566,288 to fund contributions to the Trust Account. The Company drew down the full amount under the GTWY Expense Advance Agreement to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note (the "Note") to the Potential Target. The Note does not bear interest. If the Company completes an initial Business Combination, the Company would repay the Note out of the proceeds of the Trust Account released to the Company. Otherwise, amounts borrowed under the Note would be repaid only out of funds held by the Company outside the Trust Account. At December 31, 2019, there was $566,268 outstanding under the Note. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora (the "Funding Parties") have agreed to loan up to an aggregate of $1,000,000, in accordance with unsecured promissory notes to be issued to the Funding Parties (see below), pursuant to an expense advance agreement dated December 1, 2017, to be provided to the Company and from which the Company may draw down from time to time in the event that funds held outside of the Trust Account are insufficient to fund the Company's expenses and other working capital requirements after the Initial Public Offering and prior to a Business Combination and the Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required ("Working Capital Loans"). The Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder's discretion, up to $1,000,000 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. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On January 15, 2020, the Company issued the Promissory Notes to the Sponsors and HG Vora. The Promissory Notes are non-interest bearing. The funds received may be used by the Company to fund the working capital requirements and to fund required Contributions to the Trust Account in connection with the previously approved Extended Date. In the event that the Company is unable to complete an initial Business Combination, the Company may use a portion of the working capital held outside its Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. The loans are convertible into warrants to purchase shares of common stock, at a price of $1.00 per warrant, at the option of the Sponsors and HG Vora. The warrants would be identical to the Private Placement Warrants.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2017, the holders of 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 strategic investor entered into a contingent forward purchase contract (the "Contingent Forward Purchase Contract") with the Company to purchase, in a private placement for gross proceeds of approximately $62,500,000 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on substantially the same terms as the sale of Units in the Initial Public Offering at $10.00 per Unit. On December 27, 2019, the Contingent Forward Purchase Contract was amended to provide that the Contingent Forward Purchase Contract will terminate effective upon the closing in connection with the proposed business combination with GTWY Holdings. As part of the Transaction (as defined below), on December 27, 2019, the strategic investor entered into the Strategic Investor Subscription Agreement, in similar form to and to replace the Contingent Forward Purchase Contract, with GTWY Holdings pursuant to which, among other things the strategic investor agreed to purchase 3,000,000 units of GTWY Holdings' equity securities (with each unit consisting of one GTWY Holdings Share and one-half of one GTWY Holdings Warrant) for a purchase price of $10.00 per unit. Service Provider Agreement From time to time the Company has 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, the Company 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. Merger Agreement On December 27, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), with GTWY Holdings and GTWY Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of GTWY Holdings ("Merger Sub"), relating to a proposed business combination transaction. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of GTWY Holdings and the stockholders of the Company becoming stockholders of the GTWY Holdings (the "Merger"). GTWY Holdings' stockholders as of immediately prior to the Arrangement Effective Time (as defined in the Merger Agreement) will be entitled to receive a cash distribution in an aggregate amount equal to GTWY Pre-Closing Distribution Amount (as defined in the Merger Agreement). In addition, GTWY Holdings' issued and outstanding share capital as of immediately prior to the Arrangement Effective Time, which is expected to have an aggregate value of approximately $222,917,162 (subject to certain adjustments for transaction expenses and deduction of GTWY Pre-Closing Distribution Amount, as further described in the Merger Agreement), will, at the closing of the transactions contemplated by the Merger Agreement (collectively, the "Transaction"), be converted into a number of common shares of GTWY Holdings calculated based on a reference price of $10.00 per share, and retained by GTWY's existing stockholders. The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
STOCKHOLDERS' EQUITY	7. STOCKHOLDERS' EQUITY Preferred Stock Common Stock Warrants th st The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last sale price of the Company's common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAX	8. INCOME TAX The Company's net deferred tax assets are as follows: December 31, December 31, Deferred tax liability Unrealized gain on marketable securities $ — $ (1,764 ) Total deferred tax liability — (1,764 ) Valuation allowance — — Deferred tax liability, net of allowance $ — $ (1,764 ) The income tax provision consists of the following: Year Ended Year Ended Federal Current $ 556,964 $ 552,152 Deferred (1,764 ) 9,797 State Current $ — $ — Deferred — — Change in valuation allowance — (8,033 ) Income tax provision $ 555,200 $ 553,916 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. For the years ended December 31, 2019 and 2018, the change in the valuation allowance was $-0- and $8,033, respectively. A reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2019 and 2018 is as follows: 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % True-ups 0.7 % 0.0 % Business combination expenses 38.5 % 0.0 % Change in valuation allowance 0.0 % (0.3 )% Income tax provision 60.2 % 20.7 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open and subject to examination. The Company considers New York to be a significant state tax jurisdiction.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	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 December 31, 2019 and 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 195,312,177 $ 202,915,739

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. 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. Other than as described in these financial statements, 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)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC.
Emerging growth company	Emerging growth company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019 and 2018.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At December 31, 2019 and 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the year ended December 31, 2019 and 2018, the Company withdrew $836,205 and $838,587 of interest income from the Trust Account to pay franchise and income taxes.
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 feature 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's balance sheets.
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification ("ASC") Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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 December 31, 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 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: Year Ended Year Ended 2019 2018 Net income $ 365,954 $ 2,122,033 Less: Income attributable to common stock subject to possible redemption (3,239,823 ) (3,464,722 ) Adjusted net loss (2,873,869 ) (1,342,689 ) Weighted average common shares outstanding, basic and diluted 6,081,996 6,002,703 Basic and diluted net loss per common share $ (0.47 ) $ (0.22 )
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times may exceed the federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
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)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Schedule of basic and diluted loss per common share	Year Ended Year Ended 2019 2018 Net income $ 365,954 $ 2,122,033 Less: Income attributable to common stock subject to possible redemption (3,239,823 ) (3,464,722 ) Adjusted net loss (2,873,869 ) (1,342,689 ) Weighted average common shares outstanding, basic and diluted 6,081,996 6,002,703 Basic and diluted net loss per common share $ (0.47 ) $ (0.22 )

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, December 31, Deferred tax liability Unrealized gain on marketable securities $ — $ (1,764 ) Total deferred tax liability — (1,764 ) Valuation allowance — — Deferred tax liability, net of allowance $ — $ (1,764 )
Schedule of income tax provision	Year Ended Year Ended Federal Current $ 556,964 $ 552,152 Deferred (1,764 ) 9,797 State Current $ — $ — Deferred — — Change in valuation allowance — (8,033 ) Income tax provision $ 555,200 $ 553,916
Schedule of reconciliation of the federal income tax rate	2019 2018 Statutory federal income tax rate 21.0 % 21.0 % True-ups 0.7 % 0.0 % Business combination expenses 38.5 % 0.0 % Change in valuation allowance 0.0 % (0.3 )% Income tax provision 60.2 % 20.7 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 195,312,177 $ 202,915,739

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)	Mar. 04, 2020	Feb. 04, 2020	Jan. 15, 2020	Jan. 03, 2020	Dec. 05, 2019	Dec. 05, 2017	Mar. 26, 2020	Nov. 26, 2019	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Subsidiary, Sale of Stock [Line Items]
Reimbursement of due diligence expenses									$ 600,005
Proceeds from issuance of warrant private placement
Transaction costs										11,548,735
Underwriting fees										4,000,000
Deferred underwriting fees										7,000,000
Offering cost										548,735
Cash held outside of trust account available for working capital purposes										$ 1,061,151
Minimum percentage of trust account required for business combination										80.00%
Percentage of outstanding voting securities										50.00%
Pro rata interest earned on funds held in trust account										$ 10
Amount of threshold tangible assets										$ 5,000,001
Common stock subject to redemption share price held in trust account (in dollars per share)										20.00%
Description of business combination within the combination period						(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares
Maximum additonal fund for liquidation expenses paid						$ 75,000
Business combination, description								The Company held a special meeting pursuant to which the Company's stockholders approved the proposal to amend the Company's Second Amended and Restated Certificate of Incorporation to extend the period of time for which the Company is required to consummate a Business Combination from December 5, 2019 to April 5, 2020 (the "Extended Date"). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 1,123,749 shares of the Company's common stock. As a result, an aggregate of approximately $11,583,473 (or approximately $10.31 per share) was released from the Company's Trust Account to pay such stockholders and 18,876,251 shares of common stock are now issued and outstanding.
Stockholders elected to redeem aggregate of shares of common stock								1,123,749
Aggregate of amount released from company's trust account to pay such stockholders								$ 11,583,473
Aggregate of amount per share released from company's trust account to pay such stockholders								$ 10.31
Shares of common stock issued and outstanding								18,876,251
Contribution price per share					$ 0.03			$ 0.03
Aggregate contribution amount deposited into trust account					$ 2,265,151					$ 566,288
Fund contributions to trust account					$ 566,288
Percentage of redemption of company's outstanding public shares						100.00%
Operating bank accounts										1,061,151	$ 1,658,398	$ 2,090,074
Securities held in trust account										195,312,177	202,915,739
Working capital deficit										1,669,844
Prepaid income taxes										138,571	$ 170,535
Franchise and income taxes payable										$ 40,050
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Contribution price per share	$ 0.03	$ 0.03		$ 0.03			$ 10
Aggregate contribution amount deposited into trust account	$ 2,265,151	$ 2,265,151		$ 2,265,151
Aggregate amount of unsecured promissory notes to sponsors and HG Vora			$ 1,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued in transaction						20,000,000
Gross proceeds from issuance offering						$ 200,000,000
Net proceeds from issuance equity held in trust account						$ 200,000,000
Unit price (in dollars per unit)						$ 10
Private Placement [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrant private placement						$ 6,825,000
Private Placement [Member] | Warrant [Member] | Sponsors [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued in transaction						6,825,000
Unit price (in dollars per unit)						$ 1
Proceeds from issuance of warrant private placement						$ 6,825,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Net income		$ 365,954	$ 2,122,033
Less: Income attributable to common stock subject to possible redemption		(3,239,823)	(3,464,722)
Adjusted net loss		$ (2,873,869)	$ (1,342,689)
Weighted average common shares outstanding, basic and diluted	[1]	6,081,996	6,002,703	[2]
Basic and diluted net loss per common share	[2]	$ (0.47)	$ (0.22)
[1]	Excludes an aggregate of 17,501,073 and 18,960,928 shares subject to possible redemption at December 31, 2019 and 2018, respectively.
[2]	Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $3,239,823 and $3,464,722 for the year ended December 31, 2019 and 2018, respectively (see Note 2).

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash withdrawn from Trust Account	$ 836,205	$ 838,587
Effect of warrants sold in initial public offering and private placement to purchase shares of common stock	16,825,000
Federal depository insurance coverage	$ 250,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member]	Dec. 05, 2017$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction | shares	20,000,000
Unit price (in dollars per unit)	$ 10
Public warrant description	Each Unit consists of one share of common stock, and one-half of one warrant ("Public Warrant").
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)	Dec. 05, 2017	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrant private placement
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price (in dollars per share)		$ 0.01
Private Placement [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Price per warrant	$ 1
Proceeds from issuance of warrant private placement	$ 6,825,000
Private Placement [Member] | Warrant [Member] | Sponsors [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued in transaction	6,825,000
Proceeds from issuance of warrant private placement	$ 6,825,000
Exercise price (in dollars per share)	$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 05, 2019	Jan. 15, 2018	Dec. 05, 2017	Sep. 11, 2017	Dec. 31, 2019	Dec. 31, 2018	Jan. 15, 2020
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares					20.00%
Accounts payable and accrued expenses					$ 2,771,045	$ 429,246
Fund contributions to trust account	$ 566,288
Promissory note					566,268
Subsequent Event [Member]
Related Party Transaction [Line Items]
Purchase shares of common stock price per warrant							$ 1
Sponsors [Member] | Unsecured Promissory Notes [Member]
Related Party Transaction [Line Items]
Amount of debt converted					1,000,000
Sponsors [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Administrative fees					10,000
Payment for administrative fees					120,000	120,000
Accounts payable and accrued expenses					17,000	$ 6,000
Underwriters [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number of shares subject to forfeited		750,000
Founder Shares [Member] | Sponsors [Member]
Related Party Transaction [Line Items]
Number of common stock issued				7,187,500
Purchase price of shares issued				$ 25,000
Maximum shares subject to forfeited			1,437,500
Number of shares outstanding			5,750,000
Percentage of issued and outstanding shares			20.00%
Description of initial stockholders			(i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company's stockholders having the right to exchange their common stock for cash, securities or other property.
Founder Shares [Member] | Underwriters [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number of shares outstanding		5,000,000
Number of shares subject to forfeited		750,000	750,000
Warrant [Member] | Sponsors [Member] | Unsecured Promissory Notes [Member]
Related Party Transaction [Line Items]
Amount of debt converted					$ 1,000,000
Conversion price (in dollars per share)					$ 1

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	Dec. 02, 2017	Dec. 27, 2019	Dec. 31, 2019	Dec. 01, 2017
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants
Strategic investor subscription agreement, description		the strategic investor entered into the Strategic Investor Subscription Agreement, in similar form to and to replace the Contingent Forward Purchase Contract, with GTWY Holdings pursuant to which, among other things the strategic investor agreed to purchase 3,000,000 units of GTWY Holdings' equity securities (with each unit consisting of one GTWY Holdings Share and one-half of one GTWY Holdings Warrant) for a purchase price of $10.00 per unit.
Merger agreement, description		In addition, GTWY Holdings' issued and outstanding share capital as of immediately prior to the Arrangement Effective Time, which is expected to have an aggregate value of approximately $222,917,162 (subject to certain adjustments for transaction expenses and deduction of GTWY Pre-Closing Distribution Amount, as further described in the Merger Agreement), will, at the closing of the transactions contemplated by the Merger Agreement (collectively, the "Transaction"), be converted into a number of common shares of GTWY Holdings calculated based on a reference price of $10.00 per share, and retained by GTWY's existing stockholders.
Over-Allotment Option [Member] | Underwriters Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
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.
Over-Allotment Option [Member] | Underwriters Agreement [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of deferred fees			3.50%
Proceeds from underwriter option			$ 7,000,000
Private Placement [Member] | Contingent Forward Purchase Contract [Member] | HG Vora [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants	$ 62,500,000
Number of units issued	6,250,000
Unit price (in dollars per unit)				$ 10

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	Jan. 15, 2018	Dec. 05, 2017	Dec. 31, 2019	Dec. 31, 2018
Subsidiary, Sale of Stock [Line Items]
Preferred stock, authorized			1,000,000	1,000,000
Preferred stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Preferred stock, issued
Preferred stock, outstanding
Common stock, authorized			100,000,000	100,000,000
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Common stock, rights			Holders of the Company's common stock are entitled to one vote for each share.
Common stock, issued			6,375,178	6,039,072
Common stock, outstanding			6,375,178	6,039,072
Common stock subject to possible redemption,at redemption value			17,501,073	18,960,928
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant term			five years
Exercise price of warrants (in dollars per share)			$ 0.01
Description of sale price of common stock			Company's common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares subject to forfeiter	750,000
Over-Allotment Option [Member] | Founder Shares [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares subject to forfeiter	750,000	750,000

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax liability
Unrealized gain on marketable securities		$ (1,764)
Total deferred tax liability		(1,764)
Valuation allowance
Deferred tax liability, net of allowance		$ (1,764)

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Federal
Current	$ 556,964	$ 552,152
Deferred	(1,764)	9,797
State
Current
Deferred
Change in valuation allowance	0	(8,033)
Income tax provision	$ 555,200	$ 553,916

INCOME TAX (Details 2)

INCOME TAX (Details 2)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
True-ups	0.70%	0.00%
Business combination expenses	38.50%	0.00%
Change in valuation allowance	0.00%	(0.003%)
Income tax provision	60.20%	20.70%

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Change in valuation allowance	$ 0	$ 8,033

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in Trust Account	$ 195,312,177	$ 202,915,739