Document and Entity Information
Document and Entity Information - USD ($) | 4 Months Ended | |
Dec. 31, 2017 | Mar. 01, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Leisure Acquisition Corp. | |
Entity Central Index Key | 1,716,947 | |
Document Type | 10-K | |
Trading Symbol | LACQ | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2017USD ($) | |
Current Assets | ||
Cash | $ 2,090,074 | |
Prepaid expenses | 217,100 | |
Total Current Assets | 2,307,174 | |
Cash and marketable securities held in Trust Account | 200,119,137 | |
Total Assets | 202,426,311 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 111,964 | |
Accrued offering costs | 40,640 | |
Income tax payable | 3,635 | |
Total Current Liabilities | 156,239 | |
Deferred underwriting fee payable | 7,000,000 | |
Total Liabilities | 7,156,239 | |
Commitments | ||
Common stock subject to possible redemption, 19,015,680 shares at redemption value | 190,270,071 | |
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; 6,734,320 shares issued and outstanding (excluding 19, 015,680 shares subject to possible redemption) | 673 | [1] |
Additional paid-in capital | 5,030,521 | |
Accumulated deficit | (31,193) | |
Total Stockholders' Equity | 5,000,001 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 202,426,311 | |
[1] | Includes an aggregate of 750,000 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6). |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2017$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock subject to possible redemption,at redemption value | 19,015,680 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, authorized | 1,000,000 |
Preferred stock, issued | 0 |
Preferred stock, outstanding | 0 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, authorized | 100,000,000 |
Common stock, issued | 6,734,320 |
Common stock, outstanding | 6,734,320 |
Number of shares subject to forfeiture | 750,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Formation costs and operating costs | $ 146,695 | |
Loss from operations | (146,695) | |
Other income (expense): | ||
Interest income | 157,388 | |
Unrealized loss on securities held in Trust Account | (38,251) | |
Other income, net | 119,137 | |
Loss before provision for income taxes | (27,558) | |
Provision for income taxes | (3,635) | |
Net loss | $ (31,193) | |
Weighted average shares outstanding, basic and diluted (in shares) | shares | 6,184,506 | [1],[2] |
Basic and diluted net loss per common share (in dollars per share) | $ / shares | $ (0.01) | |
[1] | Excludes an aggregate of 750,000 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6). | |
[2] | Excludes an aggregate of up to 19,015,680 shares subject to redemption at December 31, 2017. |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) | 4 Months Ended |
Dec. 31, 2017shares | |
Income Statement [Abstract] | |
Number of shares subject to forfeiture | 750,000 |
Number of shares subject to redemption | 19,015,680 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER' EQUITY - 4 months ended Dec. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total | ||
Beginning Balance at Sep. 11, 2017 | [1] | |||||
Beginning Balance (in shares) at Sep. 11, 2017 | [1] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued to initial stockholders ("Founder Shares"") | $ 719 | [1] | 24,281 | 25,000 | ||
Common stock issued to initial stockholders ("Founder Shares") (in shares) | [1] | 7,187,500 | ||||
Cancellation of Founder Shares | $ (144) | [1] | 144 | |||
Cancellation of Founder Shares (in shares) | [1] | (1,437,500) | ||||
Sale of 20,000,000 Units, net of underwriters discount and offering costs | $ 2,000 | [1] | 188,449,265 | 188,451,265 | ||
Sale of 20,000,000 Units, net of underwriters discount and offering costs (in shares) | [1] | 20,000,000 | ||||
Sale of 6,825,000 Private Placement Warrants | 6,825,000 | 6,825,000 | ||||
Common stock subject to redemption | $ (1,902) | [1] | (190,268,169) | $ (190,270,071) | ||
Common stock subject to redemption (in shares) | (19,015,680) | [1] | 19,015,680 | |||
Net loss | [1] | (31,193) | $ (31,193) | |||
Ending Balance at Dec. 31, 2017 | $ 673 | [1] | $ 5,030,521 | $ (31,193) | $ 5,000,001 | |
Ending Balance (in shares) at Dec. 31, 2017 | [1] | 6,734,320 | ||||
[1] | Includes an aggregate of 750,000 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6). |
STATEMENT OF CHANGES IN STOCKH7
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 4 Months Ended |
Dec. 31, 2017USD ($)shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Units, underwriters discount and offering costs | $ 20,000,000 |
Sale of Private Placement Warrants | $ 6,825,000 |
Number of shares subject to forfeiture | shares | 750,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2017USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (31,193) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (157,388) |
Unrealized loss on marketable securities held in Trust Account | 38,251 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (217,100) |
Accounts payable and accrued expenses | 111,964 |
Income taxes payable | 3,635 |
Net cash used in operating activities | (251,831) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (200,000,000) |
Net cash used in investing activities | (200,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of common stock to initial stockholders | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 196,000,000 |
Proceeds from sale of Private Placement Warrants | 6,825,000 |
Proceeds from promissory notes - related parties | 375,000 |
Repayment of promissory notes - related parties | (375,000) |
Payment of offering costs | (508,095) |
Net cash provided by financing activities | 202,341,905 |
Net Change in Cash | 2,090,074 |
Cash - Beginning | |
Cash - Ending | 2,090,074 |
Non-Cash investing and financing activities: | |
Deferred underwriting fees | 7,000,000 |
Initial classification of common stock subject to redemption | 190,296,100 |
Change in value of common stock subject to redemption | (26,029) |
Accrued offering costs charged to additional paid in capital | $ 40,640 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended |
Dec. 31, 2017 | |
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, 2017, the Company had not yet commenced operations. All activity through December 31, 2017 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on 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 (see Note 6) and $548,735 of Initial Public Offering costs. In addition, at December 31, 2017, $2,090,074 of cash 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 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 will have until December 5, 2019 to consummate a Business Combination (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 underwriter has agreed to waive its 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. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Dec. 31, 2017 | |
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, 2017. Cash and Marketable Securities held in Trust Account At December 31, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. 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 (if any) 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, at December 31, 2017, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,548,735 were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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, 2017. 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. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. Net loss per common share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at December 31, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Weighted average shares were reduced for the effect of shares of common stock subject to possible redemption and an aggregate of 750,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Notes 5, 6 and 7). 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 loss is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Period from September 11, 2017 (inception) through December 31, 2017 Net loss $ (31,193 ) Less: Income attributable to common stock subject to redemption (51,421 ) Adjusted net loss (82,614 ) Weighted average shares outstanding, basic and diluted 6,184,506 Basic and diluted net loss per common share $ (0.01 ) 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. At December 31, 2017, 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 sheet, 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 | 4 Months Ended |
Dec. 31, 2017 | |
Initial Public Offering | |
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 | 4 Months Ended |
Dec. 31, 2017 | |
Private Placement | |
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 | 4 Months Ended |
Dec. 31, 2017 | |
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 the Hydra Sponsor, or its affiliates or assignees, a monthly fee of up to $10,000 for office space, utilities and secretarial and administrative support. For the period from September 11, 2017 (inception) through December 31, 2017, the Company incurred $9,500, in fees for these services. Promissory Notes — Related Parties In September 2017, the Company entered into promissory notes with the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora, whereby the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora loaned the Company an aggregate of $375,000 (the “Promissory Notes”) in order to finance expenses related to the Initial Public Offering. The Promissory Notes were non-interest bearing and due on the earlier of (i) June 30, 2018 or (ii) the date on which the Company completed the Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering on December 5, 2017. 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, 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. |
COMMITMENTS
COMMITMENTS | 4 Months Ended |
Dec. 31, 2017 | |
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 Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018. The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,000,000. In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000. Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Contingent Forward Purchase Contract On December 1, 2017, the Company entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”) with HG Vora to purchase, in a private placement for gross proceeds of $62,500,000 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on the same terms as the sale of the Units in the Initial Public Offering at $10.00 per Unit (“Private Placement Units”). The funds from the sale of the Private Placement Units will be used as part of the consideration to the sellers in the Business Combination; any excess funds from the Private Placement Units will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares. As a closing condition to the Contingent Forward Purchase Contract, the Company has agreed not to consummate a Business Combination without HG Vora’s consent; which approval can be withheld for any reason. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 4 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity | |
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 | 4 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2017 Deferred tax asset Unrealized loss on marketable securities $ 8,033 Total deferred tax asset 8,033 Valuation allowance (8,033 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: For the period from September 11, 2017 (inception) through December 31, 2017 Federal Current $ 3,635 Deferred (8,033 ) State Current $ — Deferred — Change in valuation allowance 8,033 Income tax provision $ 3,635 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. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 11, 2017 (inception) through December 31, 2017, the change in the valuation allowance was $8,033. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows: Statutory federal income tax rate (34.0 )% State taxes, net of federal tax benefit 0.0 % Deferred tax rate change 18.0 % Change in valuation allowance 29.1 % Income tax provision (benefit) 13.1 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 4 Months Ended |
Dec. 31, 2017 | |
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, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 200,119,137 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Dec. 31, 2017 | |
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 below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 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. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Dec. 31, 2017 | |
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, 2017. |
Cash and Marketable Securities held in Trust Account | Cash and Marketable Securities held in Trust Account At December 31, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. |
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 (if any) 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, at December 31, 2017, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering costs | Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,548,735 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
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, 2017. 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. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. The ultimate impact may differ from this provisional amount, possibly materially, as a result of additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. |
Net loss per common share | Net loss per common share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at December 31, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Weighted average shares were reduced for the effect of shares of common stock subject to possible redemption and an aggregate of 750,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Notes 5, 6 and 7). 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 loss is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Period from September 11, 2017 (inception) through December 31, 2017 Net loss $ (31,193 ) Less: Income attributable to common stock subject to redemption (51,421 ) Adjusted net loss (82,614 ) Weighted average shares outstanding, basic and diluted 6,184,506 Basic and diluted net loss per common share $ (0.01 ) |
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. At December 31, 2017, 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 sheet, 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 ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 4 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share | Accordingly, basic and diluted loss per common share is calculated as follows: For the Period from September 11, 2017 (inception) through December 31, 2017 Net loss $ (31,193 ) Less: Income attributable to common stock subject to redemption (51,421 ) Adjusted net loss (82,614 ) Weighted average shares outstanding, basic and diluted 6,184,506 Basic and diluted net loss per common share $ (0.01 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 4 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, 2017 Deferred tax asset Unrealized loss on marketable securities $ 8,033 Total deferred tax asset 8,033 Valuation allowance (8,033 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | The income tax provision consists of the following: For the period from September 11, 2017 (inception) through December 31, 2017 Federal Current $ 3,635 Deferred (8,033 ) State Current $ — Deferred — Change in valuation allowance 8,033 Income tax provision $ 3,635 |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows: Statutory federal income tax rate (34.0 )% State taxes, net of federal tax benefit 0.0 % Deferred tax rate change 18.0 % Change in valuation allowance 29.1 % Income tax provision (benefit) 13.1 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 4 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 200,119,137 |
DESCRIPTION OF ORGANIZATION A23
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Dec. 05, 2017 | Sep. 11, 2017 | Dec. 31, 2017 |
Proceeds from issuance of warrant private placement | $ 6,825,000 | ||
Transaction costs | 11,548,735 | ||
Underwriting fees | 4,000,000 | ||
Deferred underwriting fees | 7,000,000 | ||
Offering cost | 548,735 | ||
Working capital | $ 2,090,074 | ||
Common stock subject to redemption share price held in trust account (in dollars per share) | 20.00% | ||
Minimum percentage of trust account required for business combination | 80.00% | ||
Percentage of outstanding voting securities | 50.00% | ||
Amount of threshold tangible assets | $ 5,000,001 | ||
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. | ||
Percentage of redemption of company's outstanding public shares | 100.00% | ||
Maximum additonal fund for liquidation expenses paid | $ 75,000 | ||
Initial Stockholders ("Founder Shares") [Member] | Sponsors [Member] | |||
Number of units issued in transaction | 7,187,500 | ||
Common stock subject to redemption share price held in trust account (in dollars per share) | 20.00% | ||
Initial Public Offering [Member] | |||
Number of units issued in transaction | 20,000,000 | ||
Gross proceeds from issuance offering | $ 200,000,000 | ||
Unit price (in dollars per unit) | $ 10 | ||
Net proceeds from issuance equity held in trust account | $ 200,000,000 | ||
Private Placement [Member] | Warrant [Member] | |||
Unit price (in dollars per unit) | $ 1 | ||
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | |||
Number of units issued in transaction | 6,825,000 | ||
Proceeds from issuance of warrant private placement | $ 6,825,000 | ||
Unit price (in dollars per unit) | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 4 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Accounting Policies [Abstract] | ||
Net Loss | $ (31,193) | |
Less: Income attributable to common stock subject to redemption | (51,421) | |
Adjusted net loss | $ (82,614) | |
Weighted average shares outstanding, basic and diluted (in shares) | shares | 6,184,506 | [1],[2] |
Basic and diluted net loss per common share (in dollars per share) | $ / shares | $ (0.01) | |
[1] | Excludes an aggregate of 750,000 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6). | |
[2] | Excludes an aggregate of up to 19,015,680 shares subject to redemption at December 31, 2017. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 |
Deferred offering costs | $ 11,548,735 | |
Federal depository insurance coverage | $ 250,000 | |
Number of shares subject to forfeiter | 750,000 | |
Corporate income tax rate | 21.00% | 34.00% |
Over-Allotment Option [Member] | Underwriters [Member] | ||
Number of shares subject to forfeiter | 750,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Dec. 05, 2017 | Dec. 31, 2017 | |
Initial Public Offering [Member] | |||
Number of units issued in transaction | 20,000,000 | ||
Unit price (in dollars per unit) | $ 10 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Warrant [Member] | |||
Exercise price (in dollars per share) | $ 0.01 | ||
Number of share contain per unit | 0.5 | ||
Common Stock [Member] | |||
Number of share contain per unit | 1 | 7,187,500 | [1] |
[1] | Includes an aggregate of 750,000 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6). |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Dec. 05, 2017 | Dec. 31, 2017 |
Proceeds from issuance of warrant private placement | $ 6,825,000 | |
Warrant [Member] | ||
Exercise price (in dollars per share) | $ 0.01 | |
Private Placement [Member] | Warrant [Member] | ||
Exercise price (in dollars per share) | $ 11.50 | |
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | ||
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) | $ 0.01 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jan. 15, 2018 | Dec. 05, 2017 | Sep. 11, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 |
Percentage of issued and outstanding shares | 20.00% | |||||
Number of shares subject to forfeited | 750,000 | |||||
Sponsors [Member] | Initial Stockholders ("Founder Shares") [Member] | ||||||
Number of common stock issued | 7,187,500 | |||||
Purchase price of shares issued | $ 25,000 | |||||
Maximum shares subject to forfeited | 1,437,500 | |||||
Percentage of issued and outstanding shares | 20.00% | |||||
Number of shares outstanding | 5,750,000 | |||||
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] | Unsecured Promissory Notes [Member] | ||||||
Amount of debt converted | $ 1,000,000 | |||||
Sponsors [Member] | Unsecured Promissory Notes [Member] | Warrant [Member] | ||||||
Amount of debt converted | $ 1,000,000 | |||||
Conversion price (in dollars per share) | $ 1 | $ 1 | ||||
Sponsors [Member] | Promissory Notes [Member] | ||||||
Aggregate pricipal amount | $ 375,000 | |||||
Description of debt instrument maturity | The Promissory Notes were non-interest bearing and due on the earlier of (i) June 30, 2018 or (ii) the date on which the Company completed the Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering on December 5, 2017. | |||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||
Percentage of issued and outstanding shares | 20.00% | |||||
Number of shares subject to forfeited | 750,000 | |||||
Underwriters [Member] | Initial Stockholders ("Founder Shares") [Member] | Over-Allotment Option [Member] | ||||||
Number of shares subject to forfeited | 750,000 | |||||
Underwriters [Member] | Initial Stockholders ("Founder Shares") [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||
Number of shares outstanding | 5,000,000 | |||||
Number of shares subject to forfeited | 750,000 | |||||
Administrative Services Agreement [Member] | Sponsors [Member] | ||||||
Administrative fees | $ 10,000 | |||||
Payment for administrative fees | $ 9,500 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Dec. 01, 2017 | Dec. 31, 2017 |
Proceeds from private placement | $ 6,825,000 | |
Contingent Forward Purchase Contract [Member] | Private Placement [Member] | HG Vora [Member] | ||
Number of units issued | 6,250,000 | |
Proceeds from private placement | $ 62,500,000 | |
Unit price (in dollars per unit) | $ 10 | |
Underwriters Agreement [Member] | Over-Allotment Option [Member] | ||
Number of units issued | 3,000,000 | |
Description of underwriting discount | The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,000,000. In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000. Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination. | |
Underwriters Agreement [Member] | Over-Allotment Option [Member] | Underwriters [Member] | ||
Percentage of underwriting discount | 2.00% | |
Underwriting discount amount | $ 4,000,000 | |
Percentage of deferred fees | 3.50% | |
Proceeds from underwriter option | $ 7,000,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | Dec. 05, 2017 | Dec. 31, 2017 |
Preferred stock, authorized | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, issued | 0 | |
Preferred stock, outstanding | 0 | |
Common stock, authorized | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, issued | 6,734,320 | |
Common stock, outstanding | 6,734,320 | |
Number of shares for redemption | 19,015,680 | |
Number of shares subject to forfeiter | 750,000 | |
Common stock, rights | Holders of the Company’s common stock are entitled to one vote for each share. | |
Percentage of issued and outstanding shares | 20.00% | |
Warrant [Member] | ||
Warrant term | 5 years | |
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Description of sale price of common stock | if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Over-Allotment Option [Member] | Underwriters [Member] | ||
Number of shares subject to forfeiter | 750,000 | |
Percentage of issued and outstanding shares | 20.00% | |
Common Stock Subject to Mandatory Redemption [Member] | ||
Number of shares for redemption | 19,015,680 |
INCOME TAX (Details)
INCOME TAX (Details) | Dec. 31, 2017USD ($) |
Deferred tax asset | |
Unrealized loss on marketable securities | $ 8,033 |
Total deferred tax asset | 8,033 |
Valuation allowance | (8,033) |
Deferred tax asset, net of allowance |
INCOME TAX (Details 1)
INCOME TAX (Details 1) | 4 Months Ended |
Dec. 31, 2017USD ($) | |
Federal | |
Current | $ 3,635 |
Deferred | (8,033) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 8,033 |
Income tax provision | $ 3,635 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) | Dec. 22, 2017 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (21.00%) | (34.00%) |
State taxes, net of federal tax benefit | 0.00% | |
Deferred tax rate change | 18.00% | |
Change in valuation allowance | 29.10% | |
Income tax provision (benefit) | 13.10% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2017USD ($) |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |
Assets: | |
Cash and marketable securities held in Trust Account | $ 200,119,137 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Jan. 15, 2018 | Dec. 05, 2017 | Dec. 31, 2017 |
Number of shares subject to forfeited | 750,000 | ||
Over-Allotment Option [Member] | Underwriters [Member] | |||
Number of shares subject to forfeited | 750,000 | ||
Over-Allotment Option [Member] | Initial Stockholders ("Founder Shares") [Member] | Underwriters [Member] | |||
Number of shares subject to forfeited | 750,000 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | Initial Stockholders ("Founder Shares") [Member] | Underwriters [Member] | |||
Number of shares subject to forfeited | 750,000 | ||
Number of shares outstanding | 5,000,000 |