Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Allegro Merger Corp. | ||
Entity Central Index Key | 0001720025 | ||
Trading Symbol | ALGR | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 19,060,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 408,481 | $ 3,545 |
Prepaid expenses and other current assets | 59,659 | |
Total Current Assets | 468,140 | 3,545 |
Investments held in Trust Account | 151,022,524 | |
Deferred offering costs associated with initial public offering | 61,592 | |
Total assets | 151,490,664 | 65,137 |
Current liabilities: | ||
Accounts payable and accrued expenses | 25,954 | 11,120 |
Franchise tax payable | 63,950 | |
Income taxes payable | 306,301 | |
Note Payable to stockholder | 30,000 | |
Total current liabilities | 396,205 | 41,120 |
Deferred underwriting commission | 5,622,500 | |
Total liabilities | 6,018,705 | 41,120 |
Commitments and contingencies | ||
Common stock subject to possible redemption, 14,047,195 and 0 shares of $10.00 per share as of December 31, 2018 and 2017, respectively | 140,471,955 | |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 40,000,000 and 30,000,000 shares authorized, 5,012,805 and 3,737,500 shares issued and outstanding (excluding 14,047,195 and 0 shares subject to possible redemption as of December 31, 2018 and 2017, respectively) | 501 | 374 |
Additional paid-in capital | 4,051,993 | 24,626 |
Retained earnings (accumulated deficit) | 947,510 | (983) |
Total stockholders' equity | 5,000,004 | 24,017 |
Total liabilities and stockholders' equity | $ 151,490,664 | $ 65,137 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, share issued | 14,047,195 | 0 |
Common stock subject to possible redemption, share outstanding | 14,047,195 | 0 |
Common stock subject to possible redemption, par value | $ 10 | |
Redemption value per share | 10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 30,000,000 |
Common stock, shares issued | 5,012,805 | 3,737,500 |
Common stock, shares outstanding | 5,012,805 | 3,737,500 |
Statements of Operations
Statements of Operations - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
General and administrative costs | $ 983 | $ 267,729 |
Loss from operations | 983 | 267,729 |
Other Income: | ||
Investment income on Trust Account | 1,522,523 | |
Income (loss) before income tax provision | (983) | 1,254,794 |
Provisions for income taxes | 306,301 | |
Net income (loss) | $ (983) | $ 948,493 |
Weighted average shares outstanding of common stock, basic and diluted- Public Shares | 14,950,000 | |
Basic and diluted net income per share, Public Shares | $ 0.07 | |
Weighted average shares outstanding of common stock, basic and diluted- Founder Shares | 3,737,500 | 3,920,178 |
Basic and diluted net loss per share, Founder and Private Placement Shares | $ 0 | $ (0.02) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Aug. 06, 2017 | ||||
Balance, shares at Aug. 06, 2017 | ||||
Common shares issued to initial stockholders | $ 374 | 24,626 | 25,000 | |
Common shares issued to initial stockholders, Shares | 3,737,500 | |||
Net income (loss) | (983) | (983) | ||
Balance at Dec. 31, 2017 | $ 374 | 24,626 | (983) | 24,017 |
Balance, shares at Dec. 31, 2017 | 3,737,500 | |||
Sale of units in initial public offering | $ 1,495 | 149,498,505 | 149,500,000 | |
Sale of units in initial public offering, shares | 14,950,000 | |||
Offering costs associated with initial public offering | (8,725,551) | (8,725,551) | ||
Sale of private placement units | $ 37 | 3,724,963 | 3,725,000 | |
Sale of private placement units, shares | 372,500 | |||
Common stock subject to possible redemption | $ (1,405) | (140,470,555) | (140,471,955) | |
Common stock subject to possible redemption, shares | (14,047,195) | |||
Net income (loss) | 948,493 | 948,493 | ||
Balance at Dec. 31, 2018 | $ 501 | $ 4,051,993 | $ 947,510 | $ 5,000,004 |
Balance, shares at Dec. 31, 2018 | 5,012,805 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Cash flow from operating activities | ||
Net income (loss) | $ (983) | $ 948,493 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income earned on investment held in Trust Account | (1,522,523) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (59,659) | |
Accounts payable and accrued expenses | 25,953 | |
Franchise tax payable | 63,950 | |
Income tax payable | 306,301 | |
Net cash used in operating activities | (983) | (237,485) |
Cash flow from investing activities | ||
Cash deposited in Trust Account | (149,500,000) | |
Net cash used in investing activities | (149,500,000) | |
Cash flows from financing activities | ||
Proceeds from sale of shares of common stock to initial stockholder | 12,500 | |
Proceeds from note payable- related party | 30,000 | 35,000 |
Repayment of note payable- related party | (65,000) | |
Proceeds from initial public offering | 149,500,000 | |
Payment of offering costs associated with initial public offering | (37,972) | (3,052,579) |
Proceeds from sale of private units | 3,725,000 | |
Net cash provided by financing activities | 4,528 | 150,142,421 |
Net increase in cash | 3,545 | 404,936 |
Cash at beginning of period | 3,545 | |
Cash at end of period | 3,545 | 408,481 |
Supplemental disclosure of non-cash financing activities: | ||
Offering costs paid by initial stockholder in exchange for common stock | 12,500 | |
Accrued formation and offering costs | 11,120 | |
Initial Classification of common stock subject to possible redemption | 140,471,955 | |
Deferred underwriting commissions charged to additional paid-in-capital in connection with the initial public offering | $ 5,622,500 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Allegro Merger Corp. (the “Company”) was incorporated in Delaware on August 7, 2017 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). All activity through December 31, 2018 relates to the Company’s formation, and the public offering described below and since the public offering, the search for a prospective initial Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on July 2, 2018. On July 6, 2018, the Company consummated the Initial Public Offering of 14,950,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), including 1,950,000 units issued pursuant to the exercise in full of the underwriters’ overallotment option, generating gross proceeds of $149,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 372,500 units, at a price of $10.00 per unit in a private placement to certain holders of the Company’s founder shares (“Initial Stockholders”), Cantor Fitzgerald & Co. and Chardan Capital Markets LLC (the “Insiders”), generating gross proceeds of $3,725,000 (“Private Units”), which is described in Note 4. Following the closing of the Initial Public Offering on July 6, 2018, an amount of $149,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”) and will be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination (ii) the redemption of any shares of common stock included in the Units being sold that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete the Initial Business Combination within 18 months from the closing (“Combination Period”); and (iii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers except the Company’s independent registered public accounting firm, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s Chief Executive Officer has agreed that he will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. There can be no assurance that he will be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for franchise and income taxes and up to $125,000 of interest on an annual basis for working capital purposes to pay Nasdaq Capital Market (“NASDAQ”) continued listing fees, auditor fees, and trust/custodian administration fees. On July 6, 2018, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company consummated the sale of an additional 1,950,000 Units, at $10.00 per unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one common stock purchase warrant (the “Warrants”) and one right (the “Rights”). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right offered in the Initial Public Offering entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. Total upfront offering costs amounted to $8,725,551, consisting of $5,622,500 of deferred underwriting fees, $2,600,000 of underwriting fees and $503,051 of other offering costs. 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 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 (as defined below) (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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide stockholders who acquired shares of our common stock sold as part of the units in this offering (“Public Shares”) with the opportunity to convert their Public Shares for a pro rata share of the Trust Account. In the event that stockholders owning up to approximately 93.33% or more of the Public Shares exercise their conversion rights described below, the Business Combination will not be consummated. The actual percentages, however, will only be able to be determined once a target business is located and the Company can assess all of the assets and liabilities of the combined company upon consummation of the Business Combination, subject to the requirement that the Company must have at least $5,000,001 of net tangible assets upon close of such Business Combination. As a result, the actual percentages of shares that can be converted may be significantly lower than the above estimates. The Initial Stockholder will agree to vote any shares they then hold in favor of any Business Combination and will waive any conversion rights with respect to these shares and the shares included in the Private Units pursuant to letter agreements to be executed prior to the Initial Public Offering. In connection with any Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such purpose at which Public Stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the Business Combination. If the Company seeks stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against such Business Combination will be entitled to demand that his Public Shares be converted into a full pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). Holders of warrants and rights sold as part of the Units will not be entitled to vote on the Business Combination and will have no conversion or liquidation rights with respect to the shares of common stock underlying such warrants or rights. The Company will consummate a Business Combination only if holders of less than approximately 93.33%, subject to adjustment as described above, elect to convert their shares to a full or pro-rata portion of the amount held in the Trust Account and a majority of the outstanding shares of common stock voted, are voted in favor of the Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation of the Company will provide that a Public Stockholder, together with any affiliate or other person with whom such Public Stockholder is acting in concert or as a “group” (within the meaning of Section 13 of the Securities Act of 1934, as amended), will be restricted from seeking conversion rights with respect to an aggregate of more than 20% of the Public Shares (but only with respect to the amount over 20% of the Public Shares). A “group” will be deemed to exist if Public Stockholders (i) file a Schedule 13D or 13G indicated the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, if the Company is unable to complete its initial Business Combination within 18 months from the date of the Initial Public Offering, 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 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company’s board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, any holder that voted against the last Business Combination prior to such redemption will only receive $10.00 per share, while any holder that voted in favor of the last Business Combination prior to such redemption will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay any of its taxes. Holders of warrants will receive no proceeds in connection with the liquidation. The Initial Stockholder and the holders of Private Units will not participate in any redemption distribution with respect to their initial shares and Private Units, including the common stock included in the Private Units. If the Company is unable to complete its initial Business Combination and expends all of the net proceeds of the Initial Public Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share redemption price for common stock will be $10.00. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s stockholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s common stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. 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 January 6, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. 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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 accountant standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 expenses during the periods. Actual results could differ 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, 2018 and 2017. Marketable securities held in Trust Account At December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Common stock subject to possible redemption The Company accounts for its common stock shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemptions (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2018, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2018 and 2017. The Company is subject to income tax examinations by major taxing authorities since inception, The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2018 or 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares is calculated dividing the interest income earned on the Trust Account, net of franchise and income taxes in the amount of $370,250 and $125,000 per annum in funds available to be withdrawn from Trust for working capital less income attributable to Public Shares, by the weighted average number of shares outstanding for the period. The Founder and Private Placement shares are calculated separately from the Public Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2018, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and 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. Offering Costs The company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon completion of the Initial Public Offering. Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in stockholders’ equity, in accordance with the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019. The Company’s management does not believe that any other 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, 2018 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On July 6, 2018, pursuant to the Initial Public Offering, the Company sold 14,950,000 Units, including 1,950,000 Units issued pursuant to the exercise in full of the underwriters' over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company's common stock, $0.0001 par value, one common stock purchase warrant (the "Warrants") and one right (the "Rights"). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right offered in the Initial Public Offering entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2018 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Insiders purchased an aggregate of 372,500 Private Units, at $10.00 per Private Unit for an aggregate purchase price of $3,725,000. Each Private Unit consists of one share of common stock, one warrant ("Private Warrant") and one right ("Private Right"). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Rights and Private Warrants will expire worthless. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to) until after the completion of a Business Combination. The Private Units are identical to the Units sold in the Public Offering, except that the holders have agreed (i) to vote the shares of common stock included therein in favor of any Business Combination, (ii) not to convert any shares of common stock included therein into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the initial Business Combination and (iii) that the shares of common stock included therein shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the units or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination. The holders of the Private Units (or underlying shares of common stock) will be entitled to registration rights with respect to the founding shares and the Private Units (or underlying shares of common stock) pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of the founding shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Private Units (or underlying shares of common stock) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholder and holders of the Private Units (or underlying shares of common stock) have certain "piggy-back" registration rights on registration statements filed after the Company's consummation of a Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Administrative Service Fee The Company presently occupies office space provided by an entity controlled by the Company's Chief Executive Officer. Such entity has agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $12,500 per month for such services commencing on the effective date of the Initial Public Offering. The Company incurred a total of $71,786 and $0 for such services for the year ended December 31, 2018 and for the period from August 7, 2017 (inception) through December 31, 2017 respectively. Promissory Notes — Related Parties The Company issued two unsecured promissory notes totaling $30,000 to Eric S. Rosenfeld, the Company's Chief Executive Officer, in 2017. On February 5, 2018 the Company issued a $35,000 principal amount unsecured promissory note to Eric S. Rosenfeld. The notes were non-interest bearing. Due to the short-term nature of these notes, the fair value of the notes approximated their carrying amount. The notes were paid off in full on July 13, 2018. Insider Shares The Initial Stockholder purchased an aggregate of 4,312,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.0058 per share ("Founder Shares"). As of October 11, 2017, Eric S. Rosenfeld, the Initial Stockholder, transferred to each of the undersigned ("Initial Holders") an aggregate of 4,312,500 shares of common stock, par value $0.0001 per share, of the Company with an aggregate value in total of $25,000 as follows. Eric Rosenfeld 2017 Trust No. 1: $17,376.37 - 2,997,424 shares Eric Rosenfeld 2017 Trust No. 2: $7,623.63 - 1,315,076 shares In April 2018, the Initial Holders surrendered an aggregate of 575,000 shares for no additional consideration, leaving them with an aggregate of 3,737,500 Founder Shares. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, placement shares, placement warrants, placement rights, warrants and rights that may be issued upon conversion of working capital loans (and any shares issued upon the exercise of such warrants) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our consummation of an initial Business Combination. The Company will bear the costs and expenses of filing any such registration statements. Underwriting Agreement The Company entered into an agreement with the underwriters of the Initial Public Offering ("Underwriting Agreement"), pursuant to which the Company paid an underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, excluding the over-allotment option, or $2,600,000 in the aggregate, to the underwriters at the closing of the Initial Public Offering, with an additional fee (the "Deferred Underwriting Discount") of 3.5% of the gross offering proceeds of the Initial Public Offering, excluding the over-allotment option, and 5.5% of the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate. The Underwriting Agreement provides that the Deferred Underwriting Discount will only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders' Equity 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 designation, rights and preferences as may be determined from time to time by the Company's board of directors. As of December 31, 2018, and 2017 there are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share as of December 31, 2018 and 2017, respectively. Holders of the Company's common stock are entitled to one vote for each share. At December 31, 2018, and 2017 there were 19,060,000 and 3,737,500 shares of common stock issued and outstanding, respectively including 14,047,195 and 0 shares issued and possible to redemption. Rights Each holder of a Right will receive one-tenth (1/10) of one common stock upon consummation of a Business Combination, even if a holder of such right converted all common stock held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of Rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying additional consideration). The common stock issuable upon exchange of the Rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such rights, and the Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the Rights. Accordingly, the Rights may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2018, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2018 Description Quoted Prices in Significant Other Sifnicant Other Cash and Marketable securities held in Trust Account $ 151,022,524 - - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 — Income Taxes The income tax provision (benefit) consists of the following: December 31, 2018 Current Federal $ 306,301 State - Deferred Federal 42,794 State - Change in valuation allowance (42,794 ) Income tax provision expense $ 306,301 The Company's net deferred tax assets are as follows: December 31, 2018 Deferred tax asset Startup/Organizational Costs $ 42,794 Total deferred tax assets 42,794 Valuation Allowance (42,794 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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 year ended December 31, 2018, the valuation allowance was approximately $43,000. For the period from August 7, 2017 (inception) through December 31, 2017 the deferred tax asset and valuation allowance was de minimis. A reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Federal tax rate change 0.0 % Valuation allowance 3.4 % Income tax provision expense 24.4 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — 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 available to be issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. 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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 accountant standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 expenses during the periods. Actual results could differ 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, 2018 and 2017. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account At December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemptions (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2018, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2018 and 2017. The Company is subject to income tax examinations by major taxing authorities since inception, The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2018 or 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares is calculated dividing the interest income earned on the Trust Account, net of franchise and income taxes in the amount of $370,250 and $125,000 per annum in funds available to be withdrawn from Trust for working capital less income attributable to Public Shares, by the weighted average number of shares outstanding for the period. The Founder and Private Placement shares are calculated separately from the Public Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2018, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and 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. |
Offering Costs | Offering Costs The company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon completion of the Initial Public Offering. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in stockholders’ equity, in accordance with the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurements | |
Schedule of assets that are measured at fair value on recurring basis | Description Quoted Prices in Significant Other Sifnicant Other Cash and Marketable securities held in Trust Account $ 151,022,524 - - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | December 31, 2018 Current Federal $ 306,301 State - Deferred Federal 42,794 State - Change in valuation allowance (42,794 ) Income tax provision expense $ 306,301 |
Schedule of deferred tax assets | December 31, 2018 Deferred tax asset Startup/Organizational Costs $ 42,794 Total deferred tax assets 42,794 Valuation Allowance (42,794 ) Deferred tax asset, net of allowance $ - |
Schedule of the statutory federal income tax rate (benefit) | December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Federal tax rate change 0.0 % Valuation allowance 3.4 % Income tax provision expense 24.4 % |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Jul. 06, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Organization and Plan of Business Operations (Textual) | |||
Net proceeds of sale of Units | $ 149,500,000 | ||
Assets held in the Trust Account, percentage | 80.00% | ||
Outstanding voting securities, percentage | 50.00% | ||
Percentage of Public Shares exercise | 93.33% | ||
Net tangible assets upon Business Combination | $ 5,000,001 | ||
Business Combination, per share | $ 10 | ||
Public Shares, percentage | 20.00% | ||
Redemption of shares ,description | (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 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Companys board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, any holder that voted against the last Business Combination prior to such redemption will only receive $10.00 per share. | ||
Redemption price for per share common stock | $ 10 | ||
Total offering costs | $ 8,725,551 | ||
Other costs | 503,051 | ||
Deferred underwriting fees | 5,622,500 | ||
Underwriting fees | $ 2,600,000 | ||
IPO [Member] | |||
Organization and Plan of Business Operations (Textual) | |||
Consummated Initial Public Offering units | 14,950,000 | ||
Units issued pursuant to exercise | 1,950,000 | ||
Gross proceeds | $ 149,500,000 | ||
Sale of units | 372,500 | ||
Units issued pursuant of option | 1,950,000 | ||
Warrants to purchase of common stock price per share | $ 0.0001 | ||
Exercise price | 11.50 | ||
Price per unit | $ 10 | ||
Gross proceeds | $ 3,725,000 | ||
Net proceeds of sale of Units | 149,500,000 | ||
Interest on working capital | $ 125,000 | ||
Debt instrument maturity | 180 days | ||
Business Combination, description | (i) the consummation of the Companys initial Business Combination (ii) the redemption of any shares of common stock included in the Units being sold that have been properly tendered in connection with a stockholder vote to amend the Companys certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete the Initial Business Combination within 18 months from the closing (Combination Period); and (iii) the Companys failure to consummate a Business Combination within the prescribed time. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jul. 06, 2018 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | ||
Federal depository insurance coverage | $ 250,000 | |
Private placement to purchase public shares | 16,854,750 | |
Net of franchise and income taxes | $ 370,250 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Working capital less income attributable to public shares | $ 125,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - IPO [Member] | 1 Months Ended |
Jul. 06, 2018$ / sharesshares | |
Initial Public Offering (Textual) | |
Sale of Units | shares | 14,950,000 |
Units issued pursuant of option | shares | 1,950,000 |
Purchase price | $ 10 |
Common stock, par value | 0.0001 |
Warrant exercise price | $ 11.50 |
Business combination, description | Each Right offered in the Initial Public Offering entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Private Placement (Textual) | |
Aggregate of initial public offering private units, shares | shares | 372,500 |
Initial public offering per private unit | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 3,725,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 11, 2017 | Apr. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Feb. 05, 2018 |
Related Party Transactions (Textual) | |||||
Aggregate services per month | $ 12,500 | ||||
Expenses for services | $ 0 | $ 71,786 | |||
Founder Shares [Member] | |||||
Related Party Transactions (Textual) | |||||
Purchased aggregate of founder shares | 4,312,500 | ||||
Aggregate purchase price | $ 25,000 | ||||
Price per share | $ 0.0058 | ||||
Aggregate shares of common stock | 3,737,500 | ||||
Surrendered aggregate shares | 575,000 | ||||
Eric S. Rosenfeld [Member] | |||||
Related Party Transactions (Textual) | |||||
Unsecured promissory notes | $ 30,000 | ||||
Principal amount | $ 35,000 | ||||
Price per share | $ 0.0001 | ||||
Aggregate shares of common stock | 4,312,500 | ||||
Aggregate value | $ 25,000 | ||||
Eric Rosenfeld 2017 Trust No. 1 [Member] | |||||
Related Party Transactions (Textual) | |||||
Aggregate shares of common stock | 2,997,424 | ||||
Aggregate value | $ 17,376 | ||||
Eric Rosenfeld 2017 Trust No. 2 [Member] | |||||
Related Party Transactions (Textual) | |||||
Aggregate shares of common stock | 1,315,076 | ||||
Aggregate value | $ 7,624 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Commitments and Contingencies (Textual) | ||
Gross proceeds of the Initial Public Offering | $ 149,500,000 | |
Over-allotment option [Member] | ||
Commitments and Contingencies (Textual) | ||
Gross proceeds of the Initial Public Offering | $ 5,622,500 | |
Gross proceeds, percentage | 5.50% | |
Underwriting Agreement [Member] | ||
Commitments and Contingencies (Textual) | ||
Underwriting discount | 2.00% | |
Gross proceeds of the Initial Public Offering | $ 2,600,000 | |
Deferred Underwriting Discount | 3.50% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' Equity (Textual) | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 40,000,000 | 30,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,012,805 | 3,737,500 |
Common stock, shares outstanding | 5,012,805 | 3,737,500 |
Common stock subject to possible redemption, shares | 14,047,195 | 0 |
Common stock [Member] | ||
Stockholders' Equity (Textual) | ||
Common stock, shares authorized | 40,000,000 | 30,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 19,060,000 | 3,737,500 |
Common stock, shares outstanding | 19,060,000 | 3,737,500 |
Common stock subject to possible redemption, shares | 14,047,195 | 0 |
Preferred stock [Member] | ||
Stockholders' Equity (Textual) | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and Marketable securities held in Trust Account | $ 151,022,524 | |
Quoted Prices in Active Market (Level 1) [Member] | ||
Cash and Marketable securities held in Trust Account | 151,022,524 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Cash and Marketable securities held in Trust Account | ||
Sifnicant Other Unobservable Inputs (Level 3) [Member] | ||
Cash and Marketable securities held in Trust Account |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Current | ||
Federal | $ 306,301 | |
State | ||
Deferred | ||
Federal | 42,794 | |
State | ||
Change in valuation allowance | (42,794) | |
Income tax provision expense | $ 306,301 |
Income Taxes (Details 1)
Income Taxes (Details 1) | Dec. 31, 2018USD ($) |
Deferred tax asset | |
Startup/Organizational Costs | $ 42,794 |
Total deferred tax assets | 42,794 |
Valuation Allowance | (42,794) |
Deferred tax asset, net of allowance |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Federal tax rate change | 0.00% |
Valuation allowance | 3.40% |
Income tax provision expense | 24.40% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Taxes (Textual) | |
Valuation allowance | $ 43,000 |