Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 11, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Mudrick Capital Acquisition Corp | ||
Entity Central Index Key | 0001718405 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 211,744,000 | ||
Trading Symbol | MUDS | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,909,287 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,200,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 208,536 | $ 535,946 |
Prepaid income taxes | 95,275 | 0 |
Prepaid expenses | 3,966 | 52,295 |
Total Current Assets | 307,777 | 588,241 |
Investments held in Trust Account | 215,385,757 | 212,916,691 |
TOTAL ASSETS | 215,693,534 | 213,504,932 |
Current Liabilities | ||
Accounts payable and accrued expenses | 334,619 | 201,392 |
Income taxes payable | 0 | 555,449 |
Total Current Liabilities | 334,619 | 756,841 |
Deferred underwriting fees | 7,280,000 | 7,280,000 |
Total Liabilities | 7,614,619 | 8,036,841 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, $0.0001 par value; 20,106,823 and 19,848,325 shares as of December 31, 2019 and 2018, respectively (at redemption value of $10.10 per share) | 203,078,914 | 200,468,083 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2019 and 2018 | 0 | 0 |
Additional paid-in capital | 711,409 | 3,322,214 |
Retained earnings | 4,288,003 | 1,677,179 |
Total Stockholders' Equity | 5,000,001 | 5,000,008 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 215,693,534 | 213,504,932 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock, Value, Issued | 69 | 95 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock, Value, Issued | $ 520 | $ 520 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Par or Stated Value 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 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 20,106,823 | 19,848,325 |
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 693,177 | 951,675 |
Common Stock, Shares, Outstanding | 693,177 | 951,675 |
Temporary Equity, Shares Outstanding | 20,106,823 | 19,848,325 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 5,200,000 | 5,200,000 |
Common Stock, Shares, Outstanding | 5,200,000 | 5,200,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General and administrative expenses | $ 875,900 | $ 609,581 |
Loss from operations | (875,900) | (609,581) |
Other income: | ||
Interest income | 6,634 | 8,302 |
Interest earned on marketable securities held in Trust Account | 4,379,894 | 2,836,691 |
Other income | 4,386,528 | 2,844,993 |
Income before provision for income taxes | 3,510,628 | 2,235,412 |
Provision for income taxes | (899,804) | (555,449) |
Net income | $ 2,610,824 | $ 1,679,963 |
Common Class A [Member] | ||
Other income: | ||
Weighted average shares outstanding | 20,800,000 | 20,800,000 |
Basic and diluted income (loss) per common share | $ 0.16 | $ 0.10 |
Common Class B [Member] | ||
Other income: | ||
Weighted average shares outstanding | 5,200,000 | 5,200,000 |
Basic and diluted income (loss) per common share | $ (0.13) | $ (0.08) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | Additional Paid in Capital [Member] | Retained Earnings/ (Accumulated Deficit) [Member] | Total |
Beginning Balance at Dec. 31, 2017 | $ 0 | $ 575 | $ 24,425 | $ (2,784) | $ 22,216 |
Beginning Balance (in shares) at Dec. 31, 2017 | 0 | 5,750,000 | |||
Sale of 20,800,000 Units, net of underwriting discounts and offering costs | $ 2,080 | $ 0 | 196,023,832 | 0 | 196,025,912 |
Sale of 20,800,000 Units, net of underwriting discounts and offering costs (in shares) | 20,800,000 | 0 | |||
Sale of 7,740,000 Private Placement Warrants | $ 0 | $ 0 | 7,740,000 | 0 | 7,740,000 |
Forfeiture of founder shares | $ 0 | $ (55) | 55 | 0 | 0 |
Forfeiture of founder shares (in shares) | 0 | (550,000) | |||
Common stock subject to possible redemption | $ (1,985) | $ 0 | (200,466,098) | 0 | (200,468,083) |
Common stock subject to possible redemption (in shares) | (19,848,325) | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | 1,679,963 | 1,679,963 |
Ending Balance at Dec. 31, 2018 | $ 95 | $ 520 | 3,322,214 | 1,677,179 | 5,000,008 |
Ending Balance (in shares) at Dec. 31, 2018 | 951,675 | 5,200,000 | |||
Change in value of common stock subject to possible redemption | $ (26) | $ 0 | (2,610,805) | 0 | (2,610,831) |
Change in value of common stock subject to possible redemption (in shares) | (258,498) | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | 2,610,824 | 2,610,824 |
Ending Balance at Dec. 31, 2019 | $ 69 | $ 520 | $ 711,409 | $ 4,288,003 | $ 5,000,001 |
Ending Balance (in shares) at Dec. 31, 2019 | 693,177 | 5,200,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Adjustments to Additional Paid in Capital, Warrant Issued | $ 7,740,000 |
Additional Paid in Capital [Member] | |
Adjustments to Additional Paid in Capital, Warrant Issued | $ 7,740,000 |
Common Class A [Member] | Common Stock [Member] | |
Stock Issued During Period, Shares, Other | shares | 20,800,000 |
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,610,824 | $ 1,679,963 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (4,379,894) | (2,836,691) |
Changes in operating assets and liabilities: | ||
Prepaid income taxes | (95,275) | 0 |
Prepaid expenses | 48,329 | (52,295) |
Accounts payable and accrued expenses | 133,227 | 200,859 |
Income taxes payable | (555,449) | 555,449 |
Net cash used in operating activities | (2,238,238) | (452,715) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 1,910,828 | 0 |
Investment of cash in Trust Account | 0 | (210,080,000) |
Net cash provided by (used in) investing activities | 1,910,828 | (210,080,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting fees paid | 0 | 203,840,000 |
Proceeds from sale of Private Placement Warrants | 0 | 7,740,000 |
Repayment of promissory note - related party | 0 | (242,331) |
Payment of offering costs | 0 | (293,953) |
Net cash provided by financing activities | 0 | 211,043,716 |
Net Change in Cash | (327,410) | 511,001 |
Cash - Beginning | 535,946 | 24,945 |
Cash - Ending | 208,536 | 535,946 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 1,550,528 | 0 |
Non-Cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 0 | 198,787,536 |
Change in value of common stock subject to possible redemption | 2,610,831 | 1,680,547 |
Deferred underwriting fees charged to additional paid in capital | 0 | 7,280,000 |
Payment of deferred offering costs and expenses by Sponsor | $ 0 | $ 240,135 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mudrick Capital Acquisition Corporation (the “Company”) was incorporated in Delaware on August 28, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies that have recently emerged from bankruptcy court protection. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity through December 31, 2019 relates to the Company’s formation, its Initial Public Offering, which is described below, identifying a target company for a Business Combination and activities in connection with the potential acquisition of Hycroft Mining Corporation, a Delaware corporation ("Hycroft") (see Note 5). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and marketable securities from the proceeds derived from the Initial Public Offering, as defined below. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on February 7, 2018. On February 12, 2018, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, 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 7,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Mudrick Capital Acquisition Holdings LLC ($6,500,000) (the “Sponsor”) and Cantor Fitzgerald & Co. ($1,000,000) (“Cantor”), generating gross proceeds of $7,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on February 12, 2018, an amount of $202,000,000 ($10.10 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 (“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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On February 28, 2018, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 800,000 Units at $10.00 per Unit and the sale of an additional 240,000 Private Placement Warrants at $1.00 per warrant, generating total gross proceeds of $8,240,000. Following the closing, an additional $8,080,000 of net proceeds ($10.10 per Unit) was placed in the Trust Account, resulting in $210,080,000 ($10.10 per Unit) initially held in the Trust Account. Transaction costs amounted to $11,974,088, consisting of $4,160,000 of underwriting fees, $7,280,000 of deferred underwriting fees payable (which are held in the Trust Account) and $534,088 of other costs. In addition, as of December 31, 2019, cash of $208,536 was held outside of the Trust Account and is available for working capital purposes. As described in Note 5, the $7,280,000 deferred underwriting fees payable is contingent upon the consummation of a Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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. The Company will provide its holders of the outstanding shares of its Class A common stock, par value $0.0001, (“Class A common stock”), sold in the Initial Public Offering (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) 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 public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the 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 Amended and Restated Certificate of Incorporation , as amended (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or 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. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares held by them in favor of approving a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the 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 more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) 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 or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. The Company initially had until February 12, 2020 to complete a Business Combination. If the Company is unable to complete a Business Combination by the Extended Termination Date (as defined below), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On February 10, 2020, the Company’s stockholders approved an amendment to its Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the period of time for which the Company was required to consummate a Business Combination from February 12, 2020 to August 12, 2020 (the “Extended Termination Date”). In connection with the Extension Amendment, stockholders elected to redeem an aggregate of 13,890,713 shares of the Company’s Class A common stock. As a result, an aggregate of approximately $144,218,760 (or approximately $10.38 per share) was removed from the Trust Account to pay such stockholders. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by the Extended Termination Date. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by the Extended Termination Date. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination by the Extended Termination Date and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has 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. 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 Sponsor 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 Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), 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 December 31, 2019, the Company had a cash balance of approximately $209,000, which excludes interest income of approximately $5,306,000 from the Company’s investments in the Trust Account which is available to the Company for tax obligations. Subsequent to the redemption of common stock by the Company's stockholders in connection with the Extension Amendment, there was approximately $71.7 million remaining in the Trust Account. During the year ended December 31, 2019, the Company withdrew approximately $1,911,000 of interest income from the Trust Account to pay its franchise and income taxes. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions) to complete its initial Business Combination. To the extent necessary, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required, up to $1,500,000. Such loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants (see Note 4). If the Company's estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. The liquidity condition and date for mandatory liquidation unless there is a Business Combination, the consummation of which is uncertain, raise substantial doubt about the Company's ability to continue as a going concern through August 12, 2020, the scheduled liquidation date of the Company. 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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 12, 2020. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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 independent registered public accounting firm 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019 and 2018. Marketable securities held in Trust Account At December 31, 2019 and 2018, substantially all of the assets held in the Trust Account were held in money market funds. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board ("FASB") 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 features 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, 2019 and 2018, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Offering costs Offering costs consist principally 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 $11,974,088 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 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 and December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and Private Placement to purchase 28,540,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account (net of applicable franchise and income taxes of approximately $1,099,900 and $755,400 for the year ended December 31, 2019 and December 31, 2018, respectively, by the weighted average number of Class A redeemable common stock outstanding during the period. Net loss per common share, basic and diluted for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the period. Class A and Class B non-redeemable common stock includes the Founder Shares and the Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share: Year Ended Year Ended December 31, December 31, 2019 2018 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 4,379,894 $ 2,836,691 Income and Franchise Tax $ (1,099,904) $ (744,449) Net Earnings $ 3,279,990 $ 2,081,242 Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 20,800,000 20,800,000 Earnings/Basic and Diluted Redeemable Common Stock $ 0.16 $ 0.10 Non-Redeemable Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Income $ 2,610,824 $ 1,679,963 Redeemable Net Earnings $ (3,279,990) $ (2,081,242) Non-Redeemable Net Loss $ (669,166) $ (401,279) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted (1) 5,200,000 5,200,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.13) $ (0.08) Note: As of December 31, 2019 and 2018, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders Concentration of credit risk Financial instruments that potentially subject the Company to concentrations 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, 2019 and 2018, 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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2019 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,800,000 units at a price of $10.00 per Unit, inclusive of 800,000 Units sold on February 28, 2018 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS Founder Shares On September 25, 2017, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. As a result of the underwriters’ election to partially exercise their over-allotment option on February 28, 2018, 550,000 Founder Shares were forfeited. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (6,500,000 Private Placement Warrants by the Sponsor and 1,000,000 Private Placement Warrants by Cantor) for an aggregate purchase price of $7,500,000. On February 28, 2018, the Company consummated the sale of an additional 240,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, of which 200,000 Private Placement Warrants were purchased by the Sponsor and 40,000 Private Placement Warrants were purchased by Cantor, generating gross proceeds of $240,000. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. 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 by the Extended Termination Date, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, Cantor or their permitted transferees. The warrants will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. In addition, for as long as the Private Placement Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Initial Public Offering. The Private Placement Warrants have been deemed compensation by Financial Industry Regulatory Authority, or FINRA and are therefore subject to a 180‑day lock-up pursuant to Rule 5110(g)(1) of the FINRA Manual commencing on the effective date of the registration statement for the Initial Public Offering. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering. Additionally, the Private Placement Warrants purchased by Cantor may not be sold, transferred, assigned, pledged or hypothecated for 180 days following the effective date of the Initial Public Offering except to any selected dealer participating in the Initial Public Offering and the bona fide officers or partners of the underwriter and any such participating selected dealer. The Sponsor, Cantor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 25, 2017, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of March 31, 2018 or the completion of the Initial Public Offering. The Note was repaid upon the consummation of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On January 2, 2020, the Company issued an unsecured promissory note (the "Promissory Note") to the Sponsor in the aggregate amount of $1,500,000 in order to finance transaction costs in connection with a Business Combination. The Promissory Note is non-interest bearing and repayable by the Company to the Sponsor upon the consummation of a Business Combination. The Promissory Note will be forgiven if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. The Promissory Note may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant , other than in connection with the Hycroft Business Combination. The warrants would be identical to the Private Placement Warrants. Administrative Support Agreement The Company entered into an agreement whereby, commencing on February 8, 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the years ended December 31, 2019 and 2018, the Company incurred $120,000 and $110,000 of administrative service fees, respectively. At December 31, 2019 and 2018, $10,000 and $-0- of such fees are included in accounts payable and accrued expenses in the accompanying balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 5. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 7, 2018, the holders of Founder Shares, Private Placement Warrants, securities issuable pursuant to the Forward Purchase Contract (see below), and warrants that may be issued upon conversion of Working Capital Loans are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders have certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,160,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,280,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On February 12, 2020, the Company entered into an amendment (the "UA Amendment") to its underwriting agreement with Cantor, pursuant to which the deferred underwriting fees provided for by the underwriting agreement, which were originally payable by the Company to the underwriters in cash upon completion of an initial Business Combination, shall be payable upon completion of the Hycroft Business Combination (as defined below) through a combination of (i) $2,500,000, payable in cash and directly from the Trust Account, (ii) $2,000,000, payable in shares of Class A common stock, valued for these purposes at $10.00 per share and (iii) an amount up to $2,780,000, determined as follows: (A) if Third Party Equity Value (as defined in the UA Amendment) is less than or equal to $75,000,000, an amount payable in Class A common stock, valued for these purposes at $10.00 per share, equal to the product of (x) 2,780,000 and (y) a fraction, the numerator of which is the Third Party Equity Value and the denominator of which is $75,000,000 or (B) if Third Party Equity Value is greater than $75,000,000, $2,780,000 payable in cash and directly from the Trust Account (collectively, the “Deferred Underwriting Commission”); provided, however, to the extent Cantor continues to beneficially own and hold for its own account the Specified Shares (as defined in the UA Amendment) on the date of the consummation of the Hycroft Business Combination (the " Acquisition Closing Date "), (1) the Deferred Underwriting Commission payable in Class A common stock pursuant to clauses (ii) and (iii) above shall be reduced by an amount equal to the product of (x) $10.00 and (y) the number of Specified Shares beneficially owned and held by Cantor for its own account on the Acquisition Closing Date, and (2) the Deferred Underwriting Commission payable in cash and directly from the Trust Account pursuant to this sentence shall be increased by such same and equal amount. As of the opinion date the trust value was approximately $72,000,000 which is below the threshold for situation (A) as described above. Therefore, the amount payable for (iii) as of the opinion date would be approximately $2,670,000. The UA Amendment does not amend, modify or supplement any other terms of the underwriting agreement. Forward Purchase Contract On January 24, 2018, the Company entered into a forward purchase contract (the “Forward Purchase Contract”) with the Sponsor, pursuant to which the Sponsor committed to purchase, in a private placement for gross proceeds of $25,000,000 to occur concurrently with the consummation of a Business Combination, 2,500,000 Units (the “Forward Units”) on substantially the same terms as the sale of Units in Initial Public Offering at $10.00 per Unit, and 625,000 shares of Class A common stock. The funds from the sale of Forward Units will be used as part of the consideration to the sellers in a Business Combination; any excess funds from this private placement will be used for working capital purposes in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for a Business Combination. Purchase Agreement On January 13, 2020, the Company entered into a Purchase Agreement (as amended on February 26, 2020, and as may be further amended from time to time, the “Purchase Agreement”) with MUDS Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Acquisition Sub"), and Hycroft, pursuant to which the parties thereto intend to consummate a business combination transaction (the “Hycroft Business Combination") pursuant to which Hycroft will sell to Acquisition Sub, and Acquisition Sub will purchase from Hycroft, all of the issued and outstanding equity interests of Hycroft’s subsidiaries and substantially all of Hycroft’s other assets (collectively, the “Transferred Assets”). In consideration for the Transferred Assets and in connection with the consummation of the Hycroft Business Combination, Acquisition Sub will deliver, or cause to be delivered on its behalf, to Hycroft (a) a number of shares of the Company’s Class A common stock equal to (i) (A) $325,000,000, plus (B) the Surrendered Shares Value (as defined in the Purchase Agreement), minus (C) the 1.5 Lien Share Payment Value (as defined in the Purchase Agreement), minus (D) the 1.5 Lien Cash Payment Amount (as defined in the Purchase Agreement), minus (E) the Excess Notes Share Payment Amount (as defined in the Purchase Agreement), minus (F) the Excess Notes Cash Payment Amount (as defined in the Purchase Agreement), divided by (ii) $10.00, which Hycroft will promptly distribute to its stockholders and (b) the Excess Notes (as defined in the Purchase Agreement) and Hycroft’s 1.5 lien notes acquired by Acquisition Sub in connection with the consummation of the Hycroft Business Combination and pursuant to the transactions described in the Purchase Agreement. In addition, (x) the Company and Acquisition Sub will assume certain of Hycroft’s liabilities, including the Company’s assumption of certain debt obligations of Hycroft and Hycroft’s liabilities and obligations under its existing warrant agreement, and (y) Acquisition Sub will pay off, or cause to be paid off, Hycroft’s other outstanding indebtedness for borrowed money, on Hycroft’s behalf, including under Hycroft’s first lien debt and promissory note. The Hycroft Business Combination will be consummated subject to the deliverables and provisions as further described in the Purchase Agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS’ EQUITY Common Stock Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2019 and 2018, there were 693,177 and 951,675 shares of Class A common stock issued and outstanding (excluding 20,106,823 and 19,848,325 shares of common stock subject to possible redemption), respectively. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of December 31, 2019 and 2018, there were 5,200,000 shares of Class B common stock outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, as is the case with the Hycroft Business Combination) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company or any securities issued pursuant to the Forward Purchase Contract (see Note 5)). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2019 and 2018, there were no shares of preferred stock issued or outstanding. Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be 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. The Company may redeem the Public Warrants (except with respect to the Private Placement 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; and · if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. · If, and only if, there is a current registration statement in effect with respect to the shares of Class A 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 Class A 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 Class A 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 by the Extended Termination Date and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAX | |
INCOME TAX | 7. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, 2019 2018 Deferred tax asset Organizational costs/Startup expenses $ $ 86,012 Total deferred tax assets 86,012 Valuation allowance (227,930) (86,012) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: Year Ended Year Ended December 31, December 31, 2019 2018 Federal Current $ 899,804 $ 555,449 Deferred (141,918) (86,012) State Current — — Deferred — — Change in valuation allowance 141,918 86,012 Income tax provision $ 899,804 $ 555,449 As of December 31, 2019, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. 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 years ended December 31, 2019 and 2018, the change in the valuation allowance was $141,918 and $86,012, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 sand 2018 is as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit % % True-ups 0.6 % % Change in valuation allowance 4.0 % 3.8 % Income tax provision % 24.8 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
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 Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2019 and 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2019 2018 Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 215,385,757 $ 212,916,691 See Note 1 for details on the subsequent redemptions and adjustment to the Trust Account. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred 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. On February 7, 2020, a purported class action complaint was filed by a purported holder of warrants of Hycroft Mining Corporation (“Seller”), in the Court of Chancery of the State of Delaware against the Company and Seller. The complaint seeks a declaratory judgment that the transactions contemplated under the Purchase Agreement constitute a “Fundamental Change” under the terms of the Seller warrant agreement and thereby requiring that the Seller warrants be assumed by the Company as part of the business combination, in addition to asserting claims for (i) breach or anticipatory breach of contract against Seller, (ii) breach or anticipatory breach of the implied covenant of good faith and fair dealing against Seller, and (iii) tortious interference with contractual relations against the Company. The complaint seeks unspecified money damages and also seeks an injunction enjoining Seller and the Company from consummating the business combination. On February 26, 2020, the Company and Seller entered into an Amendment to the Purchase Agreement whereby the Seller's liabilities and obligations under the Seller warrant agreement shall be included as Parent Assumed Liability under the Purchase Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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 independent registered public accounting firm 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019 and 2018. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account At December 31, 2019 and 2018, substantially all of the assets held in the Trust Account were held in money market funds. |
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 the Financial Accounting Standards Board ("FASB") 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 features 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, 2019 and 2018, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Offering costs | Offering costs Offering costs consist principally 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 $11,974,088 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 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 and December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income (loss) per common share | Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and Private Placement to purchase 28,540,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account (net of applicable franchise and income taxes of approximately $1,099,900 and $755,400 for the year ended December 31, 2019 and December 31, 2018, respectively, by the weighted average number of Class A redeemable common stock outstanding during the period. Net loss per common share, basic and diluted for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the period. Class A and Class B non-redeemable common stock includes the Founder Shares and the Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share: Year Ended Year Ended December 31, December 31, 2019 2018 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 4,379,894 $ 2,836,691 Income and Franchise Tax $ (1,099,904) $ (744,449) Net Earnings $ 3,279,990 $ 2,081,242 Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 20,800,000 20,800,000 Earnings/Basic and Diluted Redeemable Common Stock $ 0.16 $ 0.10 Non-Redeemable Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Income $ 2,610,824 $ 1,679,963 Redeemable Net Earnings $ (3,279,990) $ (2,081,242) Non-Redeemable Net Loss $ (669,166) $ (401,279) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted (1) 5,200,000 5,200,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.13) $ (0.08) Note: As of December 31, 2019 and 2018, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations 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, 2019 and 2018, 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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of the calculation of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share: Year Ended Year Ended December 31, December 31, 2019 2018 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 4,379,894 $ 2,836,691 Income and Franchise Tax $ (1,099,904) $ (744,449) Net Earnings $ 3,279,990 $ 2,081,242 Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 20,800,000 20,800,000 Earnings/Basic and Diluted Redeemable Common Stock $ 0.16 $ 0.10 Non-Redeemable Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Income $ 2,610,824 $ 1,679,963 Redeemable Net Earnings $ (3,279,990) $ (2,081,242) Non-Redeemable Net Loss $ (669,166) $ (401,279) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted (1) 5,200,000 5,200,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.13) $ (0.08) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAX | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets are as follows: December 31, December 31, 2019 2018 Deferred tax asset Organizational costs/Startup expenses $ $ 86,012 Total deferred tax assets 86,012 Valuation allowance (227,930) (86,012) Deferred tax asset, net of allowance $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision consists of the following: Year Ended Year Ended December 31, December 31, 2019 2018 Federal Current $ 899,804 $ 555,449 Deferred (141,918) (86,012) State Current — — Deferred — — Change in valuation allowance 141,918 86,012 Income tax provision $ 899,804 $ 555,449 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 sand 2018 is as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit % % True-ups 0.6 % % Change in valuation allowance 4.0 % 3.8 % Income tax provision % 24.8 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets that are 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, 2019 and 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2019 2018 Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 215,385,757 $ 212,916,691 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Feb. 10, 2019 | Feb. 28, 2018 | Feb. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 0 | |||||
Shares Issued, Price Per Share | $ 10.10 | |||||
Assets Held-in-trust | $ 210,080,000 | $ 202,000,000 | ||||
Sale of Stock, Price Per Share | $ 10.10 | $ 10.10 | ||||
Payments to Acquire Investments | $ 8,080,000 | 0 | $ 210,080,000 | |||
Stock Issued, Transaction Costs | 11,974,088 | |||||
Stock Issued, underwriting fees | 4,160,000 | |||||
Deferred underwriting fees, Noncurrent | $ 7,280,000 | 7,280,000 | ||||
Business Acquisition Percentage Of Trust Account Assets | 80.00% | |||||
Other Ownership Interests, Offering Costs | $ 534,088 | |||||
Cash | 208,536 | 535,946 | $ 24,945 | |||
Minimum Net Tangible Assets Required for Business Combinations | $ 5,000,001 | |||||
Required Percentage Of Shares To Be Redeemed Upon Dissolution | 100.00% | |||||
Dissolution Expenses Interest payable | $ 100,000 | |||||
Investment Income, Interest | 6,634 | $ 8,302 | ||||
Business Combination, Consideration Transferred | $ 1,500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 1 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||||
Limitation on Redemption upon Completion of Initial Business Combination Description | 15% | |||||
Investment In Trust Account [Member] | ||||||
Shares Issued, Price Per Share | $ 10.10 | |||||
Cash | $ 209,000 | |||||
Investment Income, Interest | 5,306,000 | |||||
Amount remaining in the trust account | 71,700,000 | |||||
Interest Income (Expense), Net | $ 1,911,000 | |||||
Common Class A [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Redemption Price Per Share | $ 10.38 | 10.10 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | |||||
Stock Redeemed or Called During Period Shares | 13,890,713 | |||||
Stock Redeemed or Called During Period Value | $ 144,218,760 | |||||
IPO [Member] | ||||||
Capital Units, Authorized | 20,000,000 | |||||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||||
Capital Units Authorized, value | $ 200,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 20,800,000 | |||||
Over-Allotment Option [Member] | ||||||
Shares Issued, Price Per Share | $ 10 | |||||
Stock Issued During Period, Shares, New Issues | 800,000 | 800,000 | ||||
Private Placement [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ 8,240,000 | |||||
Private Placement [Member] | Warrant [Member] | ||||||
Shares Issued, Price Per Share | $ 1 | $ 1 | ||||
Stock Issued During Period, Shares, New Issues | 240,000 | 7,500,000 | ||||
Stock Issued During Period, Value, New Issues | $ 240,000 | $ 7,500,000 | ||||
Private Placement [Member] | Mudrick Capital Acquisition Holdings LLC [Member] | Warrant [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 6,500,000 | |||||
Private Placement [Member] | Cantor Fitzgerald Co. [Member] | Warrant [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Common Class A [Member] | ||
Numerator: Earnings allocable to Redeemable Common Stock | ||
Interest Income | $ 4,379,894 | $ 2,836,691 |
Income and Franchise Tax | (1,099,904) | (744,449) |
Net Earnings | $ 3,279,990 | $ 2,081,242 |
Denominator: Weighted Average Redeemable Common Stock | ||
Weighted average shares outstanding | 20,800,000 | 20,800,000 |
Basic and diluted income (loss) per common share | $ 0.16 | $ 0.10 |
Numerator: Net Loss minus Redeemable Net Earnings | ||
Redeemable Net Earnings | $ 3,279,990 | $ 2,081,242 |
Denominator: Weighted Average Non-Redeemable Common Stock | ||
Non-Redeemable Common Stock, Basic and Diluted | 20,800,000 | 20,800,000 |
Loss/Basic and Diluted Non-Redeemable Common Stock | $ 0.16 | $ 0.10 |
Common Class B [Member] | ||
Numerator: Earnings allocable to Redeemable Common Stock | ||
Net Earnings | $ (3,279,990) | $ (2,081,242) |
Denominator: Weighted Average Redeemable Common Stock | ||
Weighted average shares outstanding | 5,200,000 | 5,200,000 |
Basic and diluted income (loss) per common share | $ (0.13) | $ (0.08) |
Numerator: Net Loss minus Redeemable Net Earnings | ||
Net income | $ 2,610,824 | $ 1,679,963 |
Redeemable Net Earnings | (3,279,990) | (2,081,242) |
Non-Redeemable Net Loss | $ (669,166) | $ (401,279) |
Denominator: Weighted Average Non-Redeemable Common Stock | ||
Non-Redeemable Common Stock, Basic and Diluted | 5,200,000 | 5,200,000 |
Loss/Basic and Diluted Non-Redeemable Common Stock | $ (0.13) | $ (0.08) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 11,974,088 | |
Cash, FDIC Insured Amount | 250,000 | |
Unrecognized Tax Benefits | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | |
Common Class A [Member] | ||
Warrants To Purchase Common Stock Shares | 28,540,000 | |
Income and Franchise Tax | $ 1,099,904 | $ 744,449 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Feb. 28, 2018 | Dec. 31, 2019 | Feb. 12, 2018 |
Shares Issued, Price Per Share | $ 10.10 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 1 | |
IPO [Member] | |||
Stock Issued During Period, Shares, New Issues | 20,800,000 | ||
Shares Issued, Price Per Share | $ 10 | $ 10 | |
Over-Allotment Option [Member] | |||
Stock Issued During Period, Shares, New Issues | 800,000 | 800,000 | |
Shares Issued, Price Per Share | $ 10 | ||
Common Class A [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Feb. 28, 2018USD ($)$ / sharesshares | Feb. 12, 2018USD ($)$ / sharesshares | Sep. 25, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Jan. 02, 2020USD ($)$ / shares |
Sale of Stock, Price Per Share | $ 10.10 | $ 10.10 | ||||
Threshold trading days within any consecutive trading period, the price of common stock equals or exceeds specified price | 20 days | |||||
Consecutive trading period to determine threshold trading days, the price of common stock equals or exceeds specified price | 30 days | |||||
Shares Issued, Price Per Share | 10.10 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 1 | ||||
Threshold Period After Business Combination, For Not To Assign, Transfer Or Sell Warrants | 30 days | |||||
Debt Instrument, Convertible, Number of Equity Instruments | $ | 1,500,000 | |||||
Debt Instrument, Convertible, Conversion Price | $ 1 | $ 1 | ||||
Operating Leases, Rent Expense | $ | $ 10,000 | |||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ | $ 120,000 | $ 110,000 | ||||
Unsecured Debt [Member] | ||||||
Debt Instrument, Face Amount | $ | $ 1,500,000 | |||||
Private Placement [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ | $ 8,240,000 | |||||
Warrant [Member] | ||||||
Warrant Expiry Period | 5 years | |||||
Threshold Period After Business Combination, For Not To Assign, Transfer Or Sell Warrants | 30 days | |||||
Warrant [Member] | Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 240,000 | 7,500,000 | ||||
Stock Issued During Period, Value, New Issues | $ | $ 240,000 | $ 7,500,000 | ||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Shares Issued, Price Per Share | $ 1 | $ 1 | ||||
Length of no sale period | 30 days | |||||
Accounts Payable and Accrued Liabilities [Member] | ||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ | $ 10,000 | $ 0 | ||||
Sponsor [Member] | ||||||
Sale of Stock, Price Per Share | $ 12 | |||||
Proceeds from Related Party Debt | $ | $ 300,000 | |||||
Sponsor [Member] | Warrant [Member] | Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 200,000 | 6,500,000 | ||||
Cantor Fitzgerald Co. [Member] | Warrant [Member] | Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 40,000 | 1,000,000 | ||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Common Class A [Member] | ||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | $ 0.0001 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||
Common Class B [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Class B [Member] | Sponsor [Member] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 5,750,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Stock Issued During Period, Value, New Issues | $ | $ 25,000 | |||||
Common Stock, Number of Shares Forfeited | shares | 550,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Feb. 12, 2020USD ($)$ / shares | Jan. 13, 2020USD ($)$ / shares | Jan. 24, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / item | Dec. 31, 2018USD ($) | Feb. 28, 2018$ / shares |
Cash Underwriting Discount, Per Unit | $ / item | 0.20 | |||||
Cash Underwriting Discount | $ 4,160,000 | |||||
Deferred underwriting fees, Per Share | $ / item | 0.35 | |||||
Deferred underwriting fees, Noncurrent | $ 7,280,000 | $ 7,280,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 10.10 | |||||
Hycroft Business Combination [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 2,500,000 | |||||
Business Acquisition, value of common stock issued | $ 2,000,000 | |||||
Business Acquisition, Share Price | $ / shares | $ 10 | |||||
Business Combination, Amount payable based on conditions | $ 2,780,000 | |||||
Minimum amount for the issue of common stock | 75,000,000 | |||||
Denominator value for the calculation of issuance of common stock | 75,000,000 | |||||
Minimum amount based on which amount payable in cash | 75,000,000 | |||||
Amount of cash payable on satisfying the condition | 2,780,000 | |||||
Amount for the issue of common stock | 72,000,000 | |||||
Amount of cash payable on non-satisfying the condition | $ 2,670,000 | |||||
MUDS Acquisition Sub [Member] | Hycroft Business Combination [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 325,000,000 | |||||
Business Acquisition, Share Price | $ / shares | $ 10 | |||||
Forward Purchase Contract [Member] | Sponsor [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ 25,000,000 | |||||
Stock Issued During Period, Shares, New Issues | shares | 2,500,000 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||
Common Class A [Member] | Forward Purchase Contract [Member] | Sponsor [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ 625,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred Stock, Par or Stated Value 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 |
Class of Warrant, Redemption Price | $ 0.01 | |
Converted Basis, Number of Outstanding Shares Upon the Completion of Initial Public Offering, Percentage | 20.00% | |
Temporary Equity, Shares Outstanding | 20,106,823 | 19,848,325 |
Maximum share price to redeem public warrants | $ 18 | |
Threshold Period After Business Combination, For Not To Assign, Transfer Or Sell Warrants | 30 days | |
Threshold notice period required for redemption | 30 days | |
Threshold trading days within any consecutive trading period, the price of common stock equals or exceeds specified price | 20 days | |
Consecutive trading period to determine threshold trading days, the price of common stock equals or exceeds specified price | 30 days | |
Warrant [Member] | ||
Warrant Expiry Period | 5 years | |
Threshold Period After Business Combination, For Not To Assign, Transfer Or Sell Warrants | 30 days | |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 693,177 | 951,675 |
Common Stock, Shares, Outstanding | 693,177 | 951,675 |
Temporary Equity, Shares Outstanding | 20,106,823 | 19,848,325 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 5,200,000 | 5,200,000 |
Common Stock, Shares, Outstanding | 5,200,000 | 5,200,000 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 227,930 | $ 86,012 |
Total deferred tax assets | 227,930 | 86,012 |
Valuation allowance | (86,012) | |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal | ||
Current | $ 899,804 | $ 555,449 |
Deferred | (141,918) | (86,012) |
State | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 86,012 | |
Income tax provision | $ 899,804 | $ 555,449 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of federal income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAX | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
True-ups | 0.60% | 0.00% |
Change in valuation allowance | 4.00% | 3.80% |
Income tax provision | 25.60% | 24.80% |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) | Dec. 31, 2018USD ($) |
INCOME TAX | |
Deferred Tax Assets, Valuation Allowance | $ 86,012 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Trust Account - U.S. Treasury Securities Money Market Fund | $ 215,385,757 | $ 212,916,691 |