Ensysce Biosciences (ENSC) 10-Q 7 Aug 20 2020 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 07, 2020
Document Information Line Items
Entity Registrant Name	LEISURE ACQUISITION CORP.
Trading Symbol	LACQ
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		6,262,283
Amendment Flag	false
Entity Central Index Key	0001716947
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Period End Date	Jun. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38306
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2755287
Entity Address, Address Line One	250 West 57th Street
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10107
City Area Code	(646)
Local Phone Number	565-6940
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current Assets
Cash	$ 123,883	$ 1,061,151
Prepaid expenses	62,450
Prepaid income taxes		138,571
Total Current Assets	186,333	1,199,722
Cash and marketable securities held in Trust Account	13,225,718	195,312,177
TOTAL ASSETS	13,412,051	196,511,899
Current Liabilities
Accounts payable and accrued expenses	163,687	2,771,045
Income taxes payable	629,914
Total Current Liabilities	793,601	2,771,045
Promissory note	566,268	566,268
Deferred underwriting fee payable	7,000,000	7,000,000
Total Liabilities	8,359,869	10,337,313
Commitments
Common stock subject to possible redemption, 5,156 and 17,501,073 shares at redemption value at June 30, 2020 and December 31, 2019, respectively	52,179	181,174,585
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; 6,257,127 and 6,375,178 shares issued and outstanding (excluding 5,156 and 17,501,073 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively	626	638
Additional paid-in capital	282,203	2,542,569
Retained earnings	4,717,174	2,456,794
Total Stockholders’ Equity	5,000,003	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 13,412,051	$ 196,511,899

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,257,127	6,375,178
Common stock, shares outstanding	6,257,127	6,375,178
Common stock subject to possible redemption, shares	5,156	17,501,073

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Financial Position [Abstract]
Operating costs		$ 71,672	$ 625,938	$ 986,855	$ 815,112
Loss from operations		(71,672)	(625,938)	(986,855)	(815,112)
Other income:
Interest income		77,559	1,209,556	717,513	2,389,526
Unrealized gain on marketable securities held in Trust Account			62,498		61,971
Forgiveness of debt		3,298,207		3,298,207
Other income		3,375,766	1,272,054	4,015,720	2,451,497
Income before provision for income taxes		3,304,094	646,116	3,028,865	1,636,385
Provision for income taxes		(693,860)	(227,214)	(768,485)	(441,570)
Net income		$ 2,610,234	$ 418,902	$ 2,260,380	$ 1,194,815
Weighted average shares outstanding, basic and diluted (in Shares)	[1]	6,604,785	6,047,864	6,489,982	6,043,492
Basic and diluted net income (loss) per common share (in Dollars per share)	[2]	$ 0.40	$ (0.09)	$ 0.35	$ (0.10)
[1]	Excludes an aggregate of 5,156 and 18,899,782 shares subject to possible redemption at June 30, 2020 and 2019, respectively.
[2]	Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $0 and $940,124 for the three months ended June 30, 2020 and 2019, and $0 and $1,804,881 for the six months ended June 30, 2020 and 2019, respectively (see Note 2).

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) - USD ($)	Common Stock	Additional Paid in Capital	Retained Earnings	Total
Balance at Dec. 31, 2018	$ 604	$ 2,908,557	$ 2,090,840	$ 5,000,001
Balance (in Shares) at Dec. 31, 2018	6,039,072
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 (loss)			775,913	775,913
Balance at Mar. 31, 2019	$ 605	2,132,643	2,866,753	5,000,001
Balance (in Shares) at Mar. 31, 2019	6,047,864
Balance at Dec. 31, 2018	$ 604	2,908,557	2,090,840	5,000,001
Balance (in Shares) at Dec. 31, 2018	6,039,072
Net income (loss)				1,194,815
Balance at Jun. 30, 2019	$ 610	1,713,736	3,285,655	5,000,001
Balance (in Shares) at Jun. 30, 2019	6,100,218
Balance at Mar. 31, 2019	$ 605	2,132,643	2,866,753	5,000,001
Balance (in Shares) at Mar. 31, 2019	6,047,864
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 (loss)			418,902	418,902
Balance at Jun. 30, 2019	$ 610	1,713,736	3,285,655	5,000,001
Balance (in Shares) at Jun. 30, 2019	6,100,218
Balance at Dec. 31, 2019	$ 638	2,542,569	2,456,794	5,000,001
Balance (in Shares) at Dec. 31, 2019	6,375,178
Change in value of common stock subject to possible redemption	$ 22	349,835		349,857
Change in value of common stock subject to possible redemption (in Shares)	229,607
Net income (loss)			(349,854)	(349,854)
Balance at Mar. 31, 2020	$ 660	2,892,404	2,106,940	5,000,004
Balance (in Shares) at Mar. 31, 2020	6,604,785
Balance at Dec. 31, 2019	$ 638	2,542,569	2,456,794	5,000,001
Balance (in Shares) at Dec. 31, 2019	6,375,178
Net income (loss)				2,260,380
Balance at Jun. 30, 2020	$ 626	282,203	4,717,174	5,000,003
Balance (in Shares) at Jun. 30, 2020	6,257,127
Balance at Mar. 31, 2020	$ 660	2,892,404	2,106,940	5,000,004
Balance (in Shares) at Mar. 31, 2020	6,604,785
Change in value of common stock subject to possible redemption	$ (34)	(3,610,201)		(3,610,235)
Change in value of common stock subject to possible redemption (in Shares)	(347,658)
Issuance of warrants in connection with conversion of promissory note – related parties		1,000,000		1,000,000
Net income (loss)			2,610,234	2,610,234
Balance at Jun. 30, 2020	$ 626	$ 282,203	$ 4,717,174	$ 5,000,003
Balance (in Shares) at Jun. 30, 2020	6,257,127

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash Flows from Operating Activities:
Net income	$ 2,260,380	$ 1,194,815
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(717,513)	(2,389,526)
Unrealized gain on marketable securities held in Trust Account		(61,971)
Forgiveness of debt	(3,298,207)
Deferred tax provision		11,250
Changes in operating assets and liabilities:
Prepaid expenses	(62,450)	20,000
Prepaid income taxes	138,571	170,535
Accounts payable and accrued expenses	690,849	316,307
Income taxes payable	629,914	11,785
Net cash used in operating activities	(358,456)	(726,805)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(1,698,862)
Cash withdrawn from Trust Account for redemption of common stock	184,382,784
Cash withdrawn from Trust Account for franchise taxes and income taxes	120,050	479,204
Net cash provided by investing activities	182,803,972	479,204
Cash Flows from Financing Activities:
Proceeds from convertible promissory notes – related parties	1,000,000
Redemption of common stock	(184,382,784)
Payment of offering costs		(8,640)
Net cash used in financing activities	(183,382,784)	(8,640)
Net Change in Cash	(937,268)	(256,241)
Cash – Beginning	1,061,151	1,658,398
Cash – Ending	123,883	1,402,157
Supplementary cash flow information:
Cash paid for income taxes		248,000
Non-Cash investing and financing activities:
Change in value of common stock subject to possible redemption	3,260,378	1,194,815
Issuance of warrants in connection with conversion of promissory note – related party	$ 1,000,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2020
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 June 30, 2020, the Company had not yet commenced operations. All activity through June 30, 2020 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 announced and subsequently terminated acquisition of GTWY Holdings Limited, a Canadian corporation (“GTWY Holdings”). 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 June 30, 2020, cash of $123,883 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 December 1, 2020 to consummate a Business Combination or such later date to the extent its stockholders approve an extension (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (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, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering. 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 “Initial Extension 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 $11,583,473 (or approximately $10.31 per share) was released from the Company’s Trust Account to pay such stockholders 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 December 5, 2019, the Company entered into an expense advancement agreement with GTWY Holdings (the “GTWY Expense Advance Agreement”), pursuant to which GTWY Holdings 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 GTWY Holdings (see Note 5). On January 15, 2020, the Company drew down $1,000,000 under the expense advancement agreement with the Company’s sponsors and strategic investor dated December 1, 2017 in exchange for issuing unsecured promissory notes to fund its working capital requirements and to fund required Contributions to the Trust Account. The holders had the option to convert the promissory notes into warrants at a price of $1.00 per warrant subject to the same terms and conditions as private placement warrants. The notes were converted into warrants on June 25, 2020. On March 26, 2020, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from April 5, 2020 to June 30, 2020 (the “Second Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 16,837,678 shares of the Company’s common stock. As a result, an aggregate of $176,283,492 (or approximately $10.47 per share) was released from the Company’s Trust Account to pay such stockholders. Of the amount paid to redeeming stockholders, $136,283,492 was paid as of March 31, 2020 and the balance of $40,000,000 was paid on April 1, 2020. On June 26, 2020, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from June 30, 2020 to December 1, 2020 (the “Third Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 776,290 shares of the Company’s common stock. As a result, an aggregate of $8,099,292 (or approximately $10.43 per share) was released from the Company’s Trust Account to pay such stockholders and 6,262,283 shares of common stock are now issued and outstanding. The Initial Stockholders have agreed to (i) waive their redemption rights with respect to their Founder 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. 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. Liquidity and Going Concern As of June 30, 2020, the Company had $123,883 in its operating bank accounts, $13,225,718 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 $22,646, which excludes $629,914 of income taxes payable that will be paid from interest earned on the Trust Account. On June 29, 2020, the Company amended the expense advance agreement with the Company’s Sponsors and HG Vora to increase the total amount of advances available to the Company under the agreement to $1,125,000 from $1,000,000. With respect to agreement, as of June 30, 2020, an aggregate of $1,000,000 of the commitment has been utilized pursuant to drawdowns in exchange for the Company issuing promissory notes in January 2020 (which were subsequently converted into warrants), and an aggregate of $125,000 of the commitment remains available for drawdown. The Company will need to raise additional capital through loans or additional investments from its Sponsors, HG Vora, stockholders, officers, directors, or third parties. The Company’s Sponsors and HG Vora may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through December 1, 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. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2020
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, 2019 as filed with the SEC on March 10, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 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. 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 June 30, 2020 and December 31, 2019. Marketable Securities Held in Trust Account At June 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily in U.S. Treasury Bills. Through June 30, 2020, the Company withdrew $1,794,842 of interest income from the Trust Account, of which $120,050 was withdrawn during the six months ended June 30, 2020, to pay franchise 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 condensed 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 June 30, 2020 and December 31, 2019. 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 effective tax rate of 25% differs from the statutory tax rate of 21% for the six months ended June 30, 2020 primarily due to the non-deductibility of transactional expenses incurred in connection with the search for potential targets for a Business Combination. The effective tax rate of 35% and 27% differs from the statutory tax rate of 21% for the three and six months ended June 30, 2019, respectively, due to true-up adjustments from the prior year tax returns. 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 June 30, 2020 and 2019, 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 17,825,000 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 Income (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: Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 Net income $ 2,610,234 $ 418,902 $ 2,260,380 $ 1,194,815 Less: Income attributable to common stock subject to possible redemption — (940,124 ) — (1,804,881 ) Adjusted net income (loss) 2,610,234 (521,222 ) 2,260,380 (610,066 ) Weighted average common shares outstanding, basic and diluted 6,604,785 6,047,864 6,489,982 6,043,492 Basic and diluted net loss per common share $ 0.40 $ (0.09 ) $ 0.35 $ (0.10 ) 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 has 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 Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2020
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	6 Months Ended
	Jun. 30, 2020
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. On June 25, 2020, the Company converted $1,000,000 of the outstanding balance under the Promissory Notes into warrants to purchase 1,000,001 shares of the Company’s common stock at an exercise price of $11.50 per share.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2020
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 would pay Hydra Sponsor 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, the Company incurred $30,000 in fees for these services. For the six months ended June 30, 2019 the Company incurred $60,000 in fees for these services. Effective June 30, 2020, Hydra Sponsor agreed to stop charging the Company the monthly administrative fee and forgave the $71,000 outstanding balance due. Promissory Note On December 5, 2019, the Company entered into the GTWY Expense Advance Agreement, pursuant to which GTWY Holdings 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 GTWY Holdings. 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 June 30, 2020, 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”) loaned an aggregate of $1,000,000 to the Company, in accordance with unsecured promissory notes issued on January 15, 2020 to the Funding Parties, pursuant to an expense advance agreement dated December 1, 2017 which were subsequently converted by the holders into warrants. An additional $125,000 remains available for drawdown by the Company pursuant to the expense advancement agreement, as amended on June 29, 2020. 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”). Under the expense advance agreement, the Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion could 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. As of June 30, 2020, there were no amounts outstanding under the Working Capital Loans (the $1,000,000 previously loaned by the Funding Parties having been converted into warrants on June 25, 2020).

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	6. COMMITMENTS Forgiveness of Debt During the six months ended June 30, 2020, two of the Company’s service providers forgave certain amounts due to them in connection with previously provided services. As a result, the Company recorded a forgiveness of debt in the amount of $3,298,207. 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 $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. In connection with previously proposed business combination transaction with GTWY Holdings, an amendment to the Contingent Forward Purchase Contract was effected on December 27, 2019 to provide that the Contingent Forward Purchase Contract would terminate as of, and contingent upon, the closing of the transaction with GTWY Holdings such that the strategic investor would instead 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. The original terms of the Contingent Forward Purchase Contract remain operative for a business combination with a target other than GTWY Holdings. 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.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2020
Stockholders' Equity Note [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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	8. 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, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 13,225,718 $ 195,312,177

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	9. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On July 16, 2020, the Company elected to terminate the Agreement and Plan of Merger, dated December 27, 2019 (the “Merger Agreement”), with GTWY Holdings, and a related subsidiary, GTWY Merger Sub Corp. Pursuant to its terms, the Company had the ability to terminate the Merger Agreement to the extent the business combination had not been completed by July 15, 2020.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2020
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, 2019 as filed with the SEC on March 10, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 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.
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 June 30, 2020 and December 31, 2019.
Marketable securities held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily in U.S. Treasury Bills. Through June 30, 2020, the Company withdrew $1,794,842 of interest income from the Trust Account, of which $120,050 was withdrawn during the six months ended June 30, 2020, to pay franchise 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 condensed 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 June 30, 2020 and December 31, 2019. 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 effective tax rate of 25% differs from the statutory tax rate of 21% for the six months ended June 30, 2020 primarily due to the non-deductibility of transactional expenses incurred in connection with the search for potential targets for a Business Combination. The effective tax rate of 35% and 27% differs from the statutory tax rate of 21% for the three and six months ended June 30, 2019, respectively, due to true-up adjustments from the prior year tax returns. 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 June 30, 2020 and 2019, 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 17,825,000 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 income (loss) per common share	Reconciliation of Net Income (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: Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 Net income $ 2,610,234 $ 418,902 $ 2,260,380 $ 1,194,815 Less: Income attributable to common stock subject to possible redemption — (940,124 ) — (1,804,881 ) Adjusted net income (loss) 2,610,234 (521,222 ) 2,260,380 (610,066 ) Weighted average common shares outstanding, basic and diluted 6,604,785 6,047,864 6,489,982 6,043,492 Basic and diluted net loss per common share $ 0.40 $ (0.09 ) $ 0.35 $ (0.10 )
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 has 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 Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent accounting standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted loss per common share	Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 Net income $ 2,610,234 $ 418,902 $ 2,260,380 $ 1,194,815 Less: Income attributable to common stock subject to possible redemption — (940,124 ) — (1,804,881 ) Adjusted net income (loss) 2,610,234 (521,222 ) 2,260,380 (610,066 ) Weighted average common shares outstanding, basic and diluted 6,604,785 6,047,864 6,489,982 6,043,492 Basic and diluted net loss per common share $ 0.40 $ (0.09 ) $ 0.35 $ (0.10 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2020
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	Description Level June 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 13,225,718 $ 195,312,177

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Mar. 04, 2020	Feb. 04, 2020	Jan. 15, 2020	Jan. 03, 2020	Dec. 05, 2019	Dec. 05, 2017	Jun. 29, 2020	Jun. 26, 2020	Mar. 31, 2020	Mar. 26, 2020	Nov. 26, 2019	Jun. 30, 2020	Jun. 25, 2020	Apr. 01, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items]
Number of units issued in transaction (in Shares)						20,000,000
Unit price (in Dollars per share)						$ 10
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												$ 123,883
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 (in Dollars per share)												$ 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, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.
Maximum additonal fund for liquidation expenses paid												$ 75,000
Stockholders elected to redeem aggregate of shares of common stock (in Shares)								776,290		16,837,678	1,123,749
Aggregate of amount released from company's trust account to pay such stockholders								$ 8,099,292		$ 176,283,492	$ 11,583,473
Aggregate of amount per share released from company's trust account to pay such stockholders (in Dollars per share)								$ 10.43		$ 10.47	$ 10.31
Contribution price per share (in Dollars per share)	$ 0.03	$ 0.03		$ 0.03	$ 0.03							$ 0.03
Aggregate contribution amount deposited into trust account	$ 2,265,151	$ 2,265,151		$ 2,265,151	$ 2,265,151
Fund contributions to trust account					$ 566,288
Aggregate amount of unsecured promissory notes to sponsors and HG Vora			$ 1,000,000
Warrants price (in Dollars per share)			$ 1			$ 11.50							$ 11.50
Redemption of common stock									$ 136,283,492
Due to Officers or Stockholders, Current														$ 40,000,000
Common stock issued and outstanding (in Shares)												6,262,283
Percentage of redemption of company's outstanding public shares												100.00%
Operating bank accounts												$ 123,883			$ 1,061,151	$ 1,402,157	$ 1,658,398
Securities held in trust account												13,225,718			$ 195,312,177
Working capital deficit												22,646
Prepaid income taxes												629,914
Issuance of warrants in connection with conversion of promissory notes												1,000,000
Vonverted warrants												$ 125,000
Maximum [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items]
Increase amount of advances							$ 1,125,000
Minimum [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items]
Increase amount of advances							$ 1,000,000
Sponsors [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items]
Contribution price per share (in Dollars per share)												$ 10
IPO [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items]
Number of units issued in transaction (in Shares)						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 share)						$ 10
Warrant [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items]
Warrants price (in Dollars per share)												$ 0.01
Warrant [Member] | IPO [Member] | Sponsors [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items]
Number of units issued in transaction (in Shares)						6,825,000
Unit price (in dollars per unit) (in Dollars per share)						$ 1
Proceeds from issuance of warrant private placement						$ 6,825,000						$ 6,825,000
Warrants price (in Dollars per share)						$ 1

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accounting Policies [Abstract]
Interest income from trust account (in Dollars)		$ 1,794,842
Cash withdrawn from Trust Account (in Dollars)		$ 120,050	$ 479,204
Effective Income Tax Rate, Percent	35.00%	25.00%	27.00%
Statutory tax rate, Percentage		21.00%	21.00%
Effect of warrants sold in initial public offering and private placement to purchase shares of common stock (in Shares)		17,825,000
Federal depository insurance coverage (in Dollars)		$ 250,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of basic and diluted loss per common share - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Schedule of basic and diluted loss per common share [Abstract]
Net income		$ 2,610,234	$ 418,902	$ 2,260,380	$ 1,194,815
Less: Income attributable to common stock subject to possible redemption			(940,124)		(1,804,881)
Adjusted net income (loss)		$ 2,610,234	$ (521,222)	$ 2,260,380	$ (610,066)
Weighted average common shares outstanding, basic and diluted (in Shares)	[1]	6,604,785	6,047,864	6,489,982	6,043,492
Basic and diluted net loss per common share (in Dollars per share)	[2]	$ 0.40	$ (0.09)	$ 0.35	$ (0.10)
[1]	Excludes an aggregate of 5,156 and 18,899,782 shares subject to possible redemption at June 30, 2020 and 2019, respectively.
[2]	Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $0 and $940,124 for the three months ended June 30, 2020 and 2019, and $0 and $1,804,881 for the six months ended June 30, 2020 and 2019, respectively (see Note 2).

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Dec. 05, 2017	Jun. 25, 2020	Jan. 15, 2020
Initial Public Offering [Abstract]
Number of shares issued (in Shares)	20,000,000
Unit price	$ 10
Public warrant description	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
Warrant exercise price	$ 11.50	$ 11.50	$ 1

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Dec. 05, 2017	Jun. 25, 2020	Jun. 30, 2020	Jan. 15, 2020
PRIVATE PLACEMENT (Details) [Line Items]
Number of units issued in transaction (in Shares)	20,000,000
Exercise price	$ 11.50	$ 11.50		$ 1
Warrant description			Each Private Placement Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50.
Conversion of outstanding promissory note (in Dollars)		$ 1,000,000
Warrants purchase (in Shares)		1,000,001
IPO [Member]
PRIVATE PLACEMENT (Details) [Line Items]
Number of units issued in transaction (in Shares)	20,000,000
Warrant [Member]
PRIVATE PLACEMENT (Details) [Line Items]
Exercise price			$ 0.01
Warrant [Member] | IPO [Member] | Sponsors [Member]
PRIVATE PLACEMENT (Details) [Line Items]
Number of units issued in transaction (in Shares)	6,825,000
Exercise price	$ 1
Proceeds from issuance of warrant private placement (in Dollars)	$ 6,825,000		$ 6,825,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 05, 2019	Jan. 15, 2018	Dec. 05, 2017	Dec. 05, 2017	Sep. 11, 2017	Jun. 30, 2020	Jan. 15, 2020	Dec. 31, 2019
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Number of common stock issued (in Shares)				20,000,000
Percentage of issued and outstanding shares						20.00%
Accounts payable and accrued expenses						$ 163,687		$ 2,771,045
Fund contributions to trust account	$ 566,288
Promissory note						566,268		$ 566,268
Advertising expense						125,000
Working Capital Loans							$ 1,000,000
Sponsors [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Accounts payable and accrued expenses						71,000
Sponsors [Member] | Unsecured Promissory Notes [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Amount of debt converted						$ 1,000,000
Sponsors [Member] | Founder Shares [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Number of common stock issued (in Shares)					7,187,500
Purchase price of shares issued					$ 25,000
Maximum shares subject to forfeited (in Shares)			1,437,500
Number of shares outstanding (in Shares)			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.
Sponsors [Member] | Warrant [Member] | Unsecured Promissory Notes [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Conversion price (in dollars per share) (in Dollars per share)						$ 1
Sponsors [Member] | Administrative Services Agreement [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Administrative fees						$ 10,000
Payment for administrative fees						30,000
Accounts payable and accrued expenses						$ 60,000
Over-Allotment Option [Member] | Sponsors [Member] | Founder Shares [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Number of shares outstanding (in Shares)		5,000,000
Number of shares subject to forfeited (in Shares)		750,000
Over-Allotment Option [Member] | Underwriters [Member] | Founder Shares [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Number of shares subject to forfeited (in Shares)		750,000	750,000

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	Dec. 05, 2017	Dec. 01, 2017	Jun. 30, 2020
COMMITMENTS (Details) [Line Items]
Debt Instrument Forgiveness amount			$ 3,298,207
Number of units issued (in Shares)	20,000,000
Unit price (in Dollars per share)	$ 10
Investor shares purchase (in Shares)			3,000,000
Purchase price per unit (in Dollars per share)			$ 10
Over-Allotment Option [Member] | Underwriters [Member] | Underwriters Agreement [Member]
COMMITMENTS (Details) [Line Items]
Percentage of deferred fees			3.50%
Proceeds from underwriter option			$ 7,000,000
HG Vora [Member] | Private Placement [Member] | Contingent Forward Purchase Contract [Member]
COMMITMENTS (Details) [Line Items]
Proceeds from sale of Private Placement Warrants		$ 62,500,000
Number of units issued (in Shares)		6,250,000
Unit price (in Dollars per share)		$ 10

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - $ / shares	Jan. 15, 2018	Dec. 05, 2017	Jun. 30, 2020	Jun. 25, 2020	Jan. 15, 2020	Dec. 31, 2019
STOCKHOLDERS' EQUITY (Details) [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			0			0
Preferred stock, outstanding			0			0
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, outstanding			6,257,127			6,375,178
Common stock, issued			6,257,127			6,375,178
Common stock subject to possible redemption,at redemption value			5,156			17,501,073
Exercise price of warrants (in Dollars per share)		$ 11.50		$ 11.50	$ 1
Founder Shares [Member] | Over-Allotment Option [Member] | Underwriters [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Number of shares subject to forfeiter	750,000	750,000
Warrant [Member]
STOCKHOLDERS' EQUITY (Details) [Line Items]
Warrant term			The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
Description of sale price of common stock			●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.
Exercise price of warrants (in Dollars per share)			$ 0.01

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Level 1 [Member] | Fair Value, Recurring [Member]
FAIR VALUE MEASUREMENTS (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Cash and marketable securities held in Trust Account	$ 13,225,718	$ 195,312,177