AdaptHealth (AHCO) 10-Q 5 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 05, 2019
Document and Entity Information
Entity Registrant Name	DFB Healthcare Acquisitions Corp.
Entity Central Index Key	0001725255
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		31,250,000
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 622,162	$ 947,098
Prepaid expenses	124,468	158,005
Total current assets	746,630	1,105,103
Cash and marketable securities held in Trust Account	255,880,268	253,019,179
Total assets	256,626,898	254,124,282
Current liabilities:
Accounts payable	28,675	40,774
Accrued expenses	3,125,000	500,379
Franchise tax payable	44,697	158,240
Total current liabilities	3,198,372	699,393
Deferred underwriting commissions	7,875,000	7,875,000
Total liabilities	11,073,372	8,574,393
Commitments and Contingencies
Common stock, $0.0001 par value; 24,055,352 and 24,054,988 shares subject to possible redemption at September 30, 2019 and December 31, 2018, respectively	240,553,520	240,549,880
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 200,000,000 shares authorized; 7,194,648 and 7,195,012 shares issued and outstanding (excluding 24,055,352 and 24,054,988 shares subject to possible redemption) at September 30, 2019 and December 31, 2018, respectively	719	720
Additional paid-in capital	2,910,249	2,913,888
Retained earnings	2,089,038	2,085,401
Total stockholders' equity	5,000,006	5,000,009
Total Liabilities and Stockholders' Equity	$ 256,626,898	$ 254,124,282

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Stockholders' Equity:
Temporary stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary stock, shares outstanding (in shares)	24,055,352	24,054,988
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	7,194,648	7,195,012
Common stock, shares outstanding (in shares)	7,194,648	7,195,012

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
General and administrative expenses	$ 1,195,246	$ 391,160	$ 3,285,654	$ 604,502
State franchise taxes	50,000	53,591	149,915	147,181
Loss from operations	(1,245,246)	(444,751)	(3,435,569)	(751,683)
Interest income	1,367,434	1,204,828	4,313,561	2,726,376
Income before income tax expense	122,188	760,077	877,992	1,974,693
Income tax expense	276,661	241,760	874,355	546,213
Net (loss) income	$ (154,473)	$ 518,317	$ 3,637	$ 1,428,480
Basic and diluted weighted average Public Shares (Note 3) outstanding	25,000,000	25,000,000	25,000,000	25,000,000
Basic and diluted net income per Public Share	$ 0.04	$ 0.03	$ 0.13	$ 0.07
Basic and diluted weighted average Founder Shares (Note 4) outstanding	6,250,000	6,250,000	6,250,000	6,250,000
Basic and diluted net loss per Founder Share	$ (0.19)	$ (0.02)	$ (0.53)	$ (0.06)

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at Dec. 31, 2017	$ 719	$ 24,281	$ (693)	$ 24,307
Balance (in shares) at Dec. 31, 2017	7,187,500
Sale of units in initial public offering, net of offering costs	$ 2,500	236,936,988		236,939,488
Sale of units in initial public offering, net of offering costs (in shares)	25,000,000
Sale of private placement warrants to Sponsor in private placement		6,500,000		6,500,000
Common stock subject to possible redemption	$ (2,387)	(238,681,733)		(238,684,120)
Common stock subject to possible redemption (in shares)	(23,868,412)
Net income (loss)			220,333	220,333
Balance at Mar. 31, 2018	$ 832	4,779,536	219,640	5,000,008
Balance (in shares) at Mar. 31, 2018	8,319,088
Balance at Dec. 31, 2017	$ 719	24,281	(693)	24,307
Balance (in shares) at Dec. 31, 2017	7,187,500
Net income (loss)				1,428,480
Balance at Sep. 30, 2018	$ 726	3,571,492	1,427,787	5,000,005
Balance (in shares) at Sep. 30, 2018	7,260,773
Balance at Mar. 31, 2018	$ 832	4,779,536	219,640	5,000,008
Balance (in shares) at Mar. 31, 2018	8,319,088
Founder shares forfeited	$ (94)	94
Founder shares forfeited (in shares)	(937,500)
Common stock subject to possible redemption	$ (7)	(689,823)		(689,830)
Common stock subject to possible redemption (in shares)	(68,983)
Net income (loss)			689,830	689,830
Balance at Jun. 30, 2018	$ 731	4,089,807	909,470	5,000,008
Balance (in shares) at Jun. 30, 2018	7,312,605
Common stock subject to possible redemption	$ (5)	(518,315)		(518,320)
Common stock subject to possible redemption (in shares)	(51,832)
Net income (loss)			518,317	518,317
Balance at Sep. 30, 2018	$ 726	3,571,492	1,427,787	5,000,005
Balance (in shares) at Sep. 30, 2018	7,260,773
Balance at Dec. 31, 2018	$ 720	2,913,888	2,085,401	$ 5,000,009
Balance (in shares) at Dec. 31, 2018	7,195,012			7,195,012
Common stock subject to possible redemption	$ (9)	(825,591)		$ (825,600)
Common stock subject to possible redemption (in shares)	(82,560)
Net income (loss)			825,598	825,598
Balance at Mar. 31, 2019	$ 711	2,088,297	2,910,999	5,000,007
Balance (in shares) at Mar. 31, 2019	7,112,452
Balance at Dec. 31, 2018	$ 720	2,913,888	2,085,401	$ 5,000,009
Balance (in shares) at Dec. 31, 2018	7,195,012			7,195,012
Net income (loss)				$ 3,637
Balance at Sep. 30, 2019	$ 719	2,910,249	2,089,038	$ 5,000,006
Balance (in shares) at Sep. 30, 2019	7,194,648			7,194,648
Balance at Mar. 31, 2019	$ 711	2,088,297	2,910,999	$ 5,000,007
Balance (in shares) at Mar. 31, 2019	7,112,452
Common stock subject to possible redemption	$ 7	667,483		667,490
Common stock subject to possible redemption (in shares)	66,749
Net income (loss)			(667,488)	(667,488)
Balance at Jun. 30, 2019	$ 718	2,755,780	2,243,511	5,000,009
Balance (in shares) at Jun. 30, 2019	7,179,201
Common stock subject to possible redemption	$ 1	154,469		154,470
Common stock subject to possible redemption (in shares)	15,447
Net income (loss)			(154,473)	(154,473)
Balance at Sep. 30, 2019	$ 719	$ 2,910,249	$ 2,089,038	$ 5,000,006
Balance (in shares) at Sep. 30, 2019	7,194,648			7,194,648

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash Flows from Operating Activities:
Net income	$ 3,637	$ 1,428,480
Adjustments to reconcile net income to net cash used in operating activities:
Interest income in cash and marketable securities held in Trust Account	(4,309,622)	(2,726,376)
Changes in operating assets and liabilities:
Prepaid expenses	33,537	(240,037)
Accounts payable	(12,099)	(46,400)
Accrued expenses	2,624,621	202,217
Franchise tax payable	(113,543)	112,212
Net cash used in operating activities	(1,773,469)	(1,269,904)
Cash Flows from Investing Activities:
Principal deposited in Trust Account		(250,000,000)
Interest released from Trust Account	1,448,533	665,756
Net cash provided by (used in) investing activities	1,448,533	(249,334,244)
Cash Flows from Financing Activities:
Proceeds from notes payable to related parties		96,291
Repayment of notes payable to related parties		(270,531)
Proceeds received from initial public offering		250,000,000
Payment of offering costs		(4,994,717)
Proceeds received from private placement		6,500,000
Net cash provided by financing activities		251,331,043
Net change in cash and cash equivalents	(324,936)	726,895
Cash and cash equivalents - beginning of the period	947,098	119,821
Cash and cash equivalents - end of the period	622,162	846,716
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to equity in connection with the initial public offering		7,875,000
Deferred offering costs charged to equity upon completion of the initial public offering		190,795
Value of common stock subject to possible redemption		238,497,140
Change in value of common stock subject to possible redemption	3,640	876,810
Founder shares forfeited		94
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$ 934,925	$ 630,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2019
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations DFB Healthcare Acquisitions Corp. (the “Company”) was incorporated in Delaware on November 22, 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 the healthcare or healthcare related industries. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2019, the Company had not commenced any operations. All activity for the period from November 22, 2017 (inception) through September 30, 2019 relates to the Company’s formation, the Company’s initial public offering (the “Initial Public Offering”), and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Deerfield/RAB Ventures, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 15, 2018. On February 21, 2018, the Company consummated its Initial Public Offering of 25,000,000 units (each, a “Unit” and collectively, the “Units”) sold to the public at the price of $10.00 per Unit, generating gross proceeds of $250 million and incurring offering costs of approximately $13.06 million, inclusive of $7.875 million in deferred underwriting commissions (Note 5). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. The over-allotment option was not exercised prior to its expiration on April 2, 2018. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.5 million (Note 4). The Sponsor had agreed that, had the over-allotment option been exercised, the Sponsor would have purchased up to an additional 500,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant. Upon the closing of the Initial Public Offering and the Private Placement, $250 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only 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. At September 30, 2019, the Company had approximately $622,000 in cash held outside of the Trust Account. 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 common stock, par value $0.0001, 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 at $10.00 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). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 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 decides not to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions 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, each public stockholder 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) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. The Company’s insiders must: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial stockholders 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 common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 21, 2020 (the “Combination Period”), 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 (less up to $50,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable by the Company and any amounts released to the Company to fund working capital requirements, subject to an annual limit of $250,000), 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. The initial stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should 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 within the Combination Period. The underwriters 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 within in the Combination Period 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 less than the $10.00 per share initially 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 definitive agreement for a Business Combination, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. 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 has sought and will continue to 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, 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. On July 8, 2019, the Company, AdaptHealth Holdings LLC, a Delaware limited liability company (“Adapt”), BM AH Holdings, LLC, a Delaware limited liability company, Access Point Medical, Inc., a Delaware corporation, DFB Merger Sub LLC, a Delaware limited liability company, AH Representative LLC, a Delaware limited liability company, and, solely for the limited purposes set forth therein, BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, BMSB L.P., a Delaware limited partnership, BlueMountain Fursan Fund L.P., a Cayman Islands exempted limited partnership, and Clifton Bay Offshore Investments, L.P., a British Virgin Islands limited partnership (collectively, the “Blocker Sellers”), entered into an Agreement and Plan of Merger (the “Agreement”), which was later amended on October 15, 2019, pursuant to which the Company agreed to combine with Adapt in a transaction (the “Transaction”) that will result in Adapt becoming a partially owned subsidiary of the Company. It is anticipated that the Company will change its name to AdaptHealth Corp. upon the consummation of the Transaction (Note 8). Liquidity and Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company’s 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 February 21, 2020. Through September 30, 2019, the Company's liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $270,531 in loans from the Sponsor (which was fully repaid on February 21, 2018), the proceeds from the consummation of the Private Placement not held in the Trust Account, and interest withdrawn from the Trust Account for working capital and tax purposes. The Company withdrew approximately $1.4 million and $666,000 of interest income from the Trust Account during the nine months ended September 30, 2019 and 2018, respectively to pay for tax obligations and working capital purposes. Of the $1.4 million of interest income withdrawn in 2019, $250,000 was for working capital. As of September 30, 2019, the Company had approximately $622,000 in its operating bank account, and approximately $5.9 million of interest income available to fund a Business Combination (which interest shall be net of taxes payable by the Company and any amounts, subject to an annual limit of $250,000, released to the Company to fund working capital requirements), and a working capital deficit of approximately $2.4 million. 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”) (see Note 4). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, the Company may have insufficient funds available to operate its business through February 21, 2020. Following the initial Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. The Company's plans to raise capital or to consummate the initial Business Combination may not be successful. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019, or any future period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, DFB Merger Sub LLC, a Delaware limited liability company, formed on June 17, 2019. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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 September 30, 2019 and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 had approximately $233,000 and $0 in cash equivalents as of September 30, 2019 and December 31, 2018, respectively. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented on the condensed consolidated balance sheets. Use of Estimates The preparation of the 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 reporting periods. Actual results could differ from those estimates. Offering Costs Offering costs, which consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering, totaled approximately $13.06 million, inclusive of $7.875 million in deferred underwriting commissions. Offering costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of common stock (including shares of 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) are classified as temporary equity. At all other times, shares of common stock are 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 the occurrence of uncertain future events. Accordingly, at September 30, 2019 and December 31, 2018, 24,055,352 and 24,054,988, respectively, shares of common stock subject to possible redemption at the redemption amount are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Net Income (Loss) per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 12,666,666 shares of the Company’s common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated interim statements of operations include 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 common share, basic and diluted for Public Shares is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes and funds available to be withdrawn from the Trust Account for working capital purposes (subject to an annual limit of $250,000), resulting in a total of approximately $1.0 million and $3.3 million for the three and nine months ended September 30, 2019, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per common share, basic and diluted for Founder Shares is calculated by dividing the net income, less income attributable to Public Shares by the weighted average number of Founder Shares outstanding for the periods. 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. As of September 30, 2019 and December 31, 2018, the Company has a deferred tax asset of approximately $904,000 and $217,000 respectively, which has a full valuation allowance recorded against it. The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2019 and 2018, the Company recorded income tax expense of approximately $277,000 and $874,000 in 2019, and approximately $242,000 and $546,000 in 2018, respectively, primarily related to interest income earned on the Trust Account. The Company’s effective tax rate for the nine months ended September 30, 2019 and 2018 was approximately 98.0% and 27.7%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. 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. There were no unrecognized tax benefits as of September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. Recent Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, that, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated interim financial statements.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2019
Public Offering
Public Offering	Note 3—Public Offering On February 21, 2018, the Company sold 25,000,000 Units at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of common stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On December 15, 2017, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001 for an aggregate price of $25,000. In December 2017 and January 2018, the Sponsor transferred 100,000 Founder Shares to Christopher Wolfe, the Company’s Chief Financial Officer, and 30,000 Founder Shares to each of Steven Hochberg, Dr. Susan Weaver, Dr. Mohit Kaushal and Dr. Gregory Sorensen, the Company’s independent directors. The initial stockholders agreed to forfeit up to 937,500 Founder Shares to the extent that the over‑allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 2, 2018, the over-allotment option expired and an aggregate of 937,500 shares were subsequently forfeited by the initial stockholders. The initial stockholders 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 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 purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $6.5 million in the Private Placement. The Sponsor had agreed that if the over-allotment option was exercised, the Sponsor would have purchased up to an additional 500,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for additional gross proceeds of $750,000. Each Private Placement Warrant is exercisable for one share of 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 within the Combination Period, 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 or its permitted transferees. The Sponsor and the Company’s officers and directors 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. An affiliate of Deerfield Management Company, L.P, a Delaware series limited partnership (“Deerfield Management”), which is a significant owner of the Sponsor, purchased 2,500,000 Units in the Initial Public Offering at $10.00 per Unit. The underwriters did not receive any underwriting discounts or commissions on the Units purchased by Deerfield Management’s affiliate. Related Party Loans The Sponsor loaned the Company an aggregate of $270,531 to cover expenses related to the Initial Public Offering and working capital needs. The loan was non-interest bearing. The Company repaid this loan on February 21, 2018. 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 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 $1.5 million of such Working Capital Loans may be convertible into warrants of the post - Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Services Agreements and Reimbursements The Company entered into an agreement, commencing on February 16, 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Company is obligated to pay $7,500 per month to Mr. Wolfe, the Company’s Chief Financial Officer, for his services prior to the consummation of the initial Business Combination, subject to the terms of the strategic services agreement. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. The Company recorded an aggregate of $52,500 during the three months ended September 30, 2019 and 2018 each, and $157,500 and $130,000 during the nine months ended September 30, 2019 and 2018, respectively, in general and administrative expenses in connection with the related agreements in the accompanying unaudited condensed consolidated interim statements of operations.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments & Contingencies
Commitments & Contingencies	Note 5—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any shares of common stock underlying such securities, will be entitled to registration rights pursuant to a registration rights agreement entered into on February 15, 2018. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The option expired on April 2, 2018. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $7.875 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. The underwriters did not receive any underwriting discounts or commissions on the 2,500,000 Units purchased by Deerfield Management in the Initial Public Offering.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Stockholders' Equity
Stockholders' Equity	Note 6—Stockholders’ Equity Common Stock —On February 15, 2018, the Company filed its Amended and Restated Certificate of Incorporation to increase its number of authorized common stock to 200,000,000 shares with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of September 30, 2019 and December 31, 2018, there were 31,250,000 shares of common stock outstanding, including 24,055,352 and 24,054,988 shares of common stock subject to possible redemption, respectively, Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock, par value $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 September 30, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding. Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 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 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. If a registration statement covering the common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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 sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ 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 call the Public Warrants for redemption (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sales price of the 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 the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2019
Fair Value Measurements
Fair Value Measurements	Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2019 and December 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2019 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and marketable securities held in Trust Account $ 255,880,268 December 31, 2018 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and marketable securities held in Trust Account $ 253,019,179 Approximately $1,300 and $900 of the balance in the Trust Account was held in cash as of September 30, 2019 and December 31, 2018, respectively.

Merger Agreement

Merger Agreement	9 Months Ended
	Sep. 30, 2019
Merger Agreement
Merger Agreement	Note 8—Merger Agreement On July 8, 2019, the Company, Adapt, BM AH Holdings, LLC, a Delaware limited liability company, Access Point Medical, Inc., a Delaware corporation, DFB Merger Sub LLC, a Delaware limited liability company, AH Representative LLC, a Delaware limited liability company, and, solely for the limited purposes set forth therein, BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, BMSB L.P., a Delaware limited partnership, BlueMountain Fursan Fund L.P., a Cayman Islands exempted limited partnership, and Clifton Bay Offshore Investments, L.P., a British Virgin Islands limited partnership, entered into the Agreement pursuant to which the Company agreed to combine with Adapt in a transaction that will result in Adapt becoming the Company’s partially owned subsidiary. The merger consideration, aggregating $515 million, consists of up to 51.5 million shares of common stock to be issued by the Company, except that holders of membership interests in Adapt and the Blocker Sellers have the right to receive cash, not to exceed $50.0 million in the aggregate, at the closing of the Transaction, in which case the number of shares to be issued would be reduced by an amount equal to the total amount of cash consideration paid divided by $10.00. Founded in 2012 and headquartered in Plymouth Meeting, PA, Adapt offers a full suite of medical products for both rental and sale, with a focus on respiratory and/or mobility equipment, including CPAP sleep equipment, oxygen equipment, wheelchairs, walkers, and hospital beds. Adapt serves over 1.0 million patients and performs 7,000 deliveries per day across 49 states through more than 150 locations. The consummation of the Transaction is subject to a number of conditions set forth in the Agreement including, among others, receipt of the requisite approval of the Company’s stockholders and the execution of the various transaction agreements. It is anticipated that the Company will change its name to AdaptHealth Corp. upon the consummation of the Transaction. In connection with the execution of the Agreement, the Company, Adapt and certain members of Adapt, entered into a lock-up agreement (the “Lock-up Agreement”). Under the terms of the Lock-up Agreement, such members agreed to certain lock-up arrangements with the Company, pursuant to which: (i) certain of such members will be restricted from selling, transferring or pledging any securities of the Company they receive in connection with the Transaction for a period of nine months from the closing of the Transaction and (ii) certain members of Adapt are restricted from selling, transferring or pledging such securities for a period of either six months or three months from the closing of the Transaction, depending upon whether such member has made a liquidity request as contemplated by Section 7.19 of the Agreement. On July 8, 2019, the Company entered into a subscription agreement (the “Subscription Agreement”) with Deerfield Private Design Fund IV, L.P. (“Deerfield”), pursuant to which Deerfield agreed to purchase, and the Company agreed to sell to Deerfield, between 5,000,000 and 10,000,000 shares of common stock of the Company (the “PIPE Shares”), depending on the amount of cash available to the Company immediately prior to the consummation of the Transaction, for a purchase price of $10.00 per share, in a private placement. Deerfield also agreed that it would (i) continue to own, through the consummation of the Transaction, the 2.5 million shares of the Company’s common stock it purchased in the Company’s initial public offering; (ii) not exercise its redemption rights with respect to any of such shares; and (iii) vote such shares in favor of the Transaction and any other proposals of the Company set forth in the proxy statement to be filed by the Company in connection with the Transaction. The closing of the sale of the PIPE Shares will be contingent upon the substantially concurrent consummation of the Transaction and the satisfaction of other customary closing conditions. The PIPE Shares will be subject to a “lock-up” provision, pursuant to which they may not be sold or otherwise transferred for a period of nine months after the closing date of the Subscription Agreement. Deerfield will have registration rights with respect to the PIPE Shares pursuant to the terms of a registration rights agreement. No fees or other compensation was paid or will be payable to Deerfield or any third parties in consideration of Deerfield entering into the Subscription Agreement. Following the date of the Agreement, subject to the terms and conditions of the Agreement, the Company may enter into additional PIPE subscription agreements. In connection with the Transaction, the Company, Adapt, and the Sponsor entered into a letter agreement (the “Assignment Letter Agreement”) pursuant to which the Sponsor will, immediately prior to the consummation of the Transaction, transfer and assign to Adapt (or such other equityholder or employee of Adapt as Adapt may designate prior to the consummation of the Transaction), 2,500,000 shares of the Company’s common stock and 1,733,333 warrants to purchase shares of the Company’s common stock (with each warrant exercisable for one-third of a share of the Company’s common stock). On October 15, 2019, the Company entered into Amendment No. 1 (the “Amendment”) to the Agreement which, among other things, (i) removes the minimum cash closing condition contained in the Agreement, (ii) adds a new condition to the closing of the Transaction (the “Closing”) with respect to the absence, since the date of the Amendment, of the commencement of an investigation, review or other action concerning a material violation of healthcare law against Adapt by certain regulatory authorities, (iii) adds a provision obligating the Clifton Bay Offshore Investments, L.P. to indemnify the Company against liabilities of the Access Point Medical, Inc., including tax liabilities, arising prior to the Closing and (iv) amend and restate the forms of the amended and restated certificate of incorporation of the Company to be adopted at the Closing and of the tax receivables agreement to be entered into at the Closing. In connection with the Amendment, on October 15, 2019, the Company, Deerfield and RAB Ventures (DFB) LLC (“RAB Ventures”) entered into an amended and restated subscription agreement (the “A&R Subscription Agreement”), which amends and restates in its entirety the Subscription Agreement, pursuant to which Deerfield had agreed to purchase, and the Company had agreed to sell to Deerfield, between 5,000,000 and 10,000,000 PIPE Shares, depending on the amount of cash available to the Company immediately prior to the Closing (the “Available Cash”), for a purchase price of $10.00 per share, in a private placement. Pursuant to the A&R Subscription Agreement, the number of PIPE Shares to be purchased will be between 5,000,000 and 12,500,000, depending on the amount of Available Cash. If the Available Cash is $75 million or less, then the total number of PIPE Shares to be purchased will equal 12,500,000. If the Available Cash is more than $75 million but less than $100 million, then the total number of PIPE Shares to be purchased will be such number between 10,000,000 and 12,500,000 as is selected by Deerfield in its sole discretion. If the Available Cash is between $100 million and $200 million, then the total number of PIPE Shares to be purchased will equal 10,000,000. If the Available Cash is more than $200 million, then the total number of PIPE Shares to be purchased will be such number of shares of the Company’s common stock (rounded up to the nearest whole number) equal to (A) $300 million minus the amount of Available Cash, divided by (B) ten; provided that in no event will the number of shares purchased be less than 5,000,000. If the total number of PIPE Shares to be purchased is 10,000,000 or less, then Deerfield will purchase all of the PIPE Shares, and if the total number of PIPE Shares to be purchased is more than 10,000,000, then Deerfield will purchase 10,000,000 of the PIPE Shares plus 96% of the PIPE Shares in excess of 10,000,000, and RAB Ventures will purchase the remaining PIPE Shares. RAB Ventures is an entity that is controlled by Richard Barasch, the Company’s President, Chief Executive Officer and Chairman and is one of the members of the Sponsor. Pursuant to the A&R Subscription Agreement, the PIPE Shares will be subject to a “lock-up” provision, pursuant to which they may not be sold or otherwise transferred for a period of time following the Closing. The term of such lock-up period will be nine months for 7,500,000 PIPE Shares purchased by Deerfield, and three months for any other PIPE Shares purchased in excess of that amount by either Deerfield or RAB Ventures. Deerfield (and RAB Ventures, if it purchases any PIPE Shares) will have registration rights with respect to the PIPE Shares pursuant to the terms of a registration rights agreement. In connection with the Amendment, on October 15, 2019, the Company, Adapt and the Sponsor entered into an amended and restated letter agreement (the “A&R Assignment Letter Agreement”), which amends and restates in its entirety the Assignment Letter Agreement. Pursuant to the A&R Assignment Letter Agreement, the Sponsor will, immediately prior to the Closing, transfer and assign to Adapt (or such equityholders or employees of Adapt as Adapt may designate prior to the Closing), for no consideration, between 2,437,500 and 2,500,000 of the shares of the Company’s common stock and between 1,690,000 and 1,733,333 of the warrants to purchase shares of the Company’s common stock held by the Sponsor. The number of shares and warrants to be transferred will be determined based on the number of PIPE Shares purchased pursuant to the A&R Subscription Agreement. If the number of PIPE Shares purchased is 10,000,000 or less, then 2,500,000 shares and 1,733,333 warrants will be transferred. If the number of PIPE Shares purchased is 12,500,000, then 2,437,500 shares and 1,690,000 warrants will be transferred. If the number of PIPE Shares is more than 10,000,000 but less than 12,500,000, then the number of shares and warrants will be calculated on a pro rata basis, based on the number of PIPE Shares purchased in excess of 10,000,000. A portion of the shares to be transferred pursuant to the A&R Assignment Letter Agreement may be transferred by the Company’s executive officers and/or directors instead of the Sponsor. In connection with the proposed Transaction, the Company filed a preliminary proxy statement with the SEC relating to the Transaction on August 19, 2019. the Company subsequently filed Amendment No. 1 and Amendment No. 2 to the preliminary proxy statement with the SEC on September 24, 2019 and Amendment No. 3 to the preliminary proxy statement on October 15, 2019. The Company filed the definitive proxy statement with the SEC relating to the Transaction on October 23, 2019 and mailed it to the Company’s stockholders on October 25, 2019.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019, or any future period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019.
Principles of consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, DFB Merger Sub LLC, a Delaware limited liability company, formed on June 17, 2019. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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 September 30, 2019 and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 had approximately $233,000 and $0 in cash equivalents as of September 30, 2019 and December 31, 2018, respectively.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented on the condensed consolidated balance sheets.
Use of Estimates	Use of Estimates The preparation of the 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 reporting periods. Actual results could differ from those estimates.
Offering Costs	Offering Costs Offering costs, which consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering, totaled approximately $13.06 million, inclusive of $7.875 million in deferred underwriting commissions. Offering costs were charged to stockholders’ equity upon the completion of the Initial Public Offering.
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 ASC Topic 480 “ Distinguishing Liabilities from Equity .” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of common stock (including shares of 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) are classified as temporary equity. At all other times, shares of common stock are 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 the occurrence of uncertain future events. Accordingly, at September 30, 2019 and December 31, 2018, 24,055,352 and 24,054,988, respectively, shares of common stock subject to possible redemption at the redemption amount are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.
Net Income (Loss) per Share	Net Income (Loss) per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 12,666,666 shares of the Company’s common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated interim statements of operations include 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 common share, basic and diluted for Public Shares is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes and funds available to be withdrawn from the Trust Account for working capital purposes (subject to an annual limit of $250,000), resulting in a total of approximately $1.0 million and $3.3 million for the three and nine months ended September 30, 2019, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per common share, basic and diluted for Founder Shares is calculated by dividing the net income, less income attributable to Public Shares by the weighted average number of Founder Shares outstanding for the periods.
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. As of September 30, 2019 and December 31, 2018, the Company has a deferred tax asset of approximately $904,000 and $217,000 respectively, which has a full valuation allowance recorded against it. The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2019 and 2018, the Company recorded income tax expense of approximately $277,000 and $874,000 in 2019, and approximately $242,000 and $546,000 in 2018, respectively, primarily related to interest income earned on the Trust Account. The Company’s effective tax rate for the nine months ended September 30, 2019 and 2018 was approximately 98.0% and 27.7%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. 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. There were no unrecognized tax benefits as of September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, that, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated interim financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2019
Fair Value Measurements
Schedule of financial assets measured at fair value	The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2019 and December 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2019 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and marketable securities held in Trust Account $ 255,880,268 December 31, 2018 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and marketable securities held in Trust Account $ 253,019,179

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Feb. 21, 2018	Dec. 15, 2017	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Feb. 15, 2018
Description of Organization and Business Operations
Units issued (in units)			$ 236,939,488
Offer price (in dollars per unit)				$ 10
Proceeds received from initial public offering					$ 250,000,000
Deferred underwriting commissions charged to equity in connection with the initial public offering					7,875,000
Proceeds received from private placement					6,500,000
Aggregate fair value of assets held in Trust Account (as a percent)				80.00%
Acquisition of outstanding voting securities (as a percent)				50.00%
Common stock, par value (in dollars per share)				$ 0.0001		$ 0.0001	$ 0.0001
Net tangible assets				$ 5,000,001
Restriction on redemption of common stock sold (as a percent)				15.00%
Redemption obligation of shares upon non completion of business combination (as a percent)				100.00%
Term to complete business combination				24 months
Number of business days to redeem public shares				10 days
Maximum reduction in interest to pay dissolution expenses				$ 50,000
Annual limit of amount released to the Company to fund working capital requirements				$ 250,000
Redemption price (in dollars per share)				$ 10
Working Capital				$ 250,000
Cash Held Outside of Trust Account				622,000	622,000
Interest available				5,900,000
Interest withdrawn from Trust Account				1,448,533	665,756
Working capital deficit				$ 2,400,000
Sponsor
Description of Organization and Business Operations
Offer price (in dollars per unit)				$ 1.50
Common stock, par value (in dollars per share)		$ 0.0001
Proceeds from issuance of common stock to Sponsor		$ 25,000		$ 25,000
Loan from related party	$ 270,531			270,531
Interest withdrawn from Trust Account				$ 1,400,000	$ 666,000
IPO
Description of Organization and Business Operations
Units issued (in units)	$ 25,000,000
Offer price (in dollars per unit)	$ 10
Proceeds received from initial public offering	$ 250,000,000
Offering costs	13,060,000
Deferred underwriting commissions charged to equity in connection with the initial public offering	7,875,000
Private Placement Warrants | Sponsor
Description of Organization and Business Operations
Units issued (in units)	$ 4,333,333
Offer price (in dollars per unit)	$ 1.50
Proceeds received from private placement	$ 6,500,000
Additional warrants available (in warrants)	500,000
Over-Allotment Option
Description of Organization and Business Operations
Underwriting option term	45 days
Offer price (in dollars per unit)	$ 10
Number of additional units to be purchased to cover over-allotment	3,750,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Feb. 21, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Significant Accounting Policies
Annual ceiling limit				$ 250,000
Cash equivalents		$ 233,000		$ 233,000		$ 0
Deferred underwriting commissions charged to equity in connection with the initial public offering					$ 7,875,000
Temporary stock, shares outstanding (in shares)		24,055,352		24,055,352		24,054,988
Number of warrants excluded in the calculation of diluted income per share				12,666,666
Estimated total annual ceiling limit		$ 1,000,000		$ 3,300,000
Deferred tax asset		904,000		904,000		$ 217,000
Income Tax Expense (Benefit)		276,661	$ 241,760	$ 874,355	$ 546,213
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent				98.00%	27.70%
Unrecognized tax benefits		$ 0		$ 0		$ 0
IPO
Significant Accounting Policies
Offering costs	$ 13,060,000
Deferred underwriting commissions charged to equity in connection with the initial public offering	$ 7,875,000

Public Offering (Details)

Public Offering (Details) - USD ($)	Feb. 21, 2018	Mar. 31, 2018	Sep. 30, 2019
Description of Organization and Business Operations
Units issued (in units)		$ 236,939,488
Offer price (in dollars per unit)			$ 10
IPO
Description of Organization and Business Operations
Units issued (in units)	$ 25,000,000
Price per unit	10
Offer price (in dollars per unit)	$ 10
Shares in single unit (in shares)	1
Number of warrants comprised in each unit	0.33
Common stock exercisable for each warrant	1
Exercise price of warrants	$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Apr. 02, 2018	Feb. 21, 2018	Dec. 15, 2017	Jan. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Feb. 15, 2018
Related Party Transactions
Shares issued (in shares)					7,194,648		7,195,012
Common stock, par value (in dollars per share)					$ 0.0001		$ 0.0001	$ 0.0001
Minimum period for not to transfer, assign or sell of any shares		30 days
Offer price (in dollars per unit)					$ 10
Proceeds received from private placement						$ 6,500,000
Outstanding borrowings under working capital loans					$ 0
Sponsor
Related Party Transactions
Shares issued (in shares)			7,187,500
Common stock, par value (in dollars per share)			$ 0.0001
Proceeds from issuance of common stock to Sponsor			$ 25,000		$ 25,000
Shares subject to forfeiture					937,500
Forfeiture adjusted percentage to issued and outstanding shares					20.00%
Number of shares forfeited	937,500
Minimum period for not to transfer, assign or sell of any shares					1 year
Minimum price for not to transfer, assign or sell of any founder shares					$ 12
Number of trading days considered in a period of 30 trading days for minimum price alternative					20 days
Minimum period for considering price per share alternative					150 days
Offer price (in dollars per unit)					$ 1.50
Loan from related party		$ 270,531			$ 270,531
Maximum working capital loans may be converted to warrants					$ 1,500,000
Sponsor | Private Placement Warrants
Related Party Transactions
Price Per Warrant		$ 1.50
Warrants issued (in warrants)		4,333,333
Proceeds received from private placement		$ 6,500,000
Number of Additional Warrants to be Purchased upon Exercise of Over-allotment		500,000
Issued Price of Additional Warrants		$ 1.50
Proceeds to be received upon additional warrants exercised		$ 750,000
Common stock exercisable for each warrant					1
Exercise price of warrants					$ 11.50
CFO
Related Party Transactions
Founder shares transferred				100,000
Independent directors
Related Party Transactions
Founder shares transferred				30,000
Deerfield Management
Related Party Transactions
Shares issued (in shares)		2,500,000
Price per unit		10

Related Party Transactions - Se

Related Party Transactions - Services Agreements and Reimbursements (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement line items
General and administrative expenses	$ 1,195,246	$ 391,160	$ 3,285,654	$ 604,502
CFO
Statement line items
Monthly payment amount	7,500		7,500
Sponsor
Statement line items
Monthly payment amount	10,000		10,000
Administrative Support Agreement Member
Statement line items
General and administrative expenses	$ 52,500	$ 52,500	$ 157,500	$ 130,000

Commitments & Contingencies - U

Commitments & Contingencies - Underwriting Agreement (Details) - USD ($)	Feb. 21, 2018	Sep. 30, 2019	Dec. 31, 2018
Underwriting Agreement
Underwriting discount paid (per Unit)	$ 0.20
Underwriters discount paid	$ 4,500,000
Deferred underwriting commissions (per Unit)		$ 0.35
Deferred underwriting commissions		$ 7,875,000	$ 7,875,000
Shares issued (in shares)		7,194,648	7,195,012
Over-Allotment Option
Underwriting Agreement
Underwriting option term	45 days
Number of additional units to be purchased to cover over-allotment	3,750,000
IPO
Underwriting Agreement
Deferred underwriting commissions		$ 7,875,000
Deerfield Management
Underwriting Agreement
Shares issued (in shares)	2,500,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	9 Months Ended
	Sep. 30, 2019$ / sharesshares	Dec. 31, 2018$ / sharesshares	Feb. 15, 2018Vote$ / sharesshares
Stockholders' Equity
Common stock, shares authorized (in shares)	200,000,000	200,000,000	200,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per common stock | Vote			1
Common stock, shares outstanding including shares subject to possible redemption (in shares)	31,250,000	31,250,000
Temporary stock, shares outstanding (in shares)	24,055,352	24,054,988
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Exercisable period after the completion of a Business Combination	30 days
Agreed duration to file registration with SEC	20 days
Warrant expiration period	5 years
Warrant non transferable period	30 days
Redemption price of warrant | $ / shares	$ 0.01
Prior notice period	30 days
Minimum closing price of ordinary share | $ / shares	$ 18
Number of trading days price must be equal or above target price	20 days
Total number of trading days	30 days

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Fair value measurements, recurring and nonrecurring, valuation techniques
Cash and marketable securities held in Trust Account	$ 255,880,268	$ 253,019,179
Trust account held in cash	1,300	900
Fair value measurements, (Recurring) | Level 1
Fair value measurements, recurring and nonrecurring, valuation techniques
Cash and marketable securities held in Trust Account	$ 255,880,268	$ 253,019,179

Merger Agreement (Details)

Merger Agreement (Details) $ / shares in Units, $ in Millions	Oct. 15, 2019$ / sharesshares	Jul. 08, 2019USD ($)item$ / sharesshares	Sep. 30, 2019USD ($)shares
Lock-up Agreement
Business Acquisition
Term for restriction from selling, transferring or pledging any securities of the Company			9 months
Adapt
Business Acquisition
Total Merger Consideration | $			$ 515
Cash Consideration Dividing Factor (in dollars per share) | $ / shares		$ 10
Number Of Deliveries Per Day | item		7,000
States of Operation		49
Number of Locations		150
Adapt | Assignment Letter Agreement
Business Acquisition
Shares of the Company's common stock issued		2,500,000
Warrants to purchase shares of common stock		1,733,333
Number of shares for each warrant			0.333
Adapt | Subsequent Event | Shares purchased is 10,000,000 or less | A&R Assignment Letter Agreement
Business Acquisition
Shares of the Company's common stock issued	2,500,000
Warrants to purchase shares of common stock	1,733,333
Adapt | Subsequent Event | Shares purchased is 12,500,000 | A&R Assignment Letter Agreement
Business Acquisition
Shares of the Company's common stock issued	2,437,500
Warrants to purchase shares of common stock	1,690,000
Deerfield | Subscription Agreement
Business Acquisition
Term for restriction from selling, transferring or pledging any securities of the Company		9 months
Purchase price | $ / shares		$ 10
Number of shares owed by acquirer		2,500,000
Deerfield | Subsequent Event | A&R Subscription Agreement
Business Acquisition
Shares of the Company's common stock issued	7,500,000
Deerfield | Subsequent Event | Available Cash is $75 million or less | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	12,500,000
Deerfield | Subsequent Event | Available Cash is between $100 million and $200 million | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	10,000,000
Deerfield | Subsequent Event | Available Cash is more than $200 million | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	300,000,000
Purchase price | $ / shares	$ 10
Deerfield | Subsequent Event | Total number of Shares to be purchased is more than 10,000,000 | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	10,000,000
Percentage of shares to be purchased in excess of 10000000	96
Minimum | Lock-up Agreement
Business Acquisition
Term for restriction from selling, transferring or pledging any securities of the Company for certain members of adapt			3 months
Minimum | Subsequent Event | A&R Subscription Agreement
Business Acquisition
Term for restriction from selling, transferring or pledging any securities of the Company	3 months
Minimum | Subsequent Event | A&R Assignment Letter Agreement
Business Acquisition
Warrants to purchase shares of common stock	1,690,000
Minimum | Adapt | Subsequent Event | A&R Assignment Letter Agreement
Business Acquisition
Shares of the Company's common stock issued	2,437,500
Minimum | Adapt | Subsequent Event | Shares purchased is more than 10,000,000 but less than 12,500,000 | A&R Assignment Letter Agreement
Business Acquisition
Shares of the Company's common stock issued	10,000,000
Minimum | Deerfield | Subscription Agreement
Business Acquisition
Number of common stock agreed to issued		5,000,000
Minimum | Deerfield | Subsequent Event | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	5,000,000
Minimum | Deerfield | Subsequent Event | Available Cash is more than $75 million but less than $100 million | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	10,000,000
Minimum | Deerfield | Subsequent Event | Shares purchased is 10,000,000 or less | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	5,000,000
Maximum | Lock-up Agreement
Business Acquisition
Term for restriction from selling, transferring or pledging any securities of the Company for certain members of adapt			6 months
Maximum | Subsequent Event | A&R Subscription Agreement
Business Acquisition
Term for restriction from selling, transferring or pledging any securities of the Company	9 months
Maximum | Subsequent Event | A&R Assignment Letter Agreement
Business Acquisition
Warrants to purchase shares of common stock	1,733,333
Maximum | Adapt
Business Acquisition
Common Stock issued as per Merger Agreement (in shares)		51,500,000
Maximum Cash Consideration | $		$ 50
Number of Patients | $		$ 1
Maximum | Adapt | Subsequent Event | A&R Assignment Letter Agreement
Business Acquisition
Shares of the Company's common stock issued	2,500,000
Maximum | Deerfield | Subscription Agreement
Business Acquisition
Number of common stock agreed to issued		10,000,000
Maximum | Deerfield | Subsequent Event | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	12,500,000
Maximum | Deerfield | Subsequent Event | Available Cash is more than $75 million but less than $100 million | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	12,500,000
Maximum | Deerfield | Subsequent Event | Shares purchased is 10,000,000 or less | A&R Subscription Agreement
Business Acquisition
Number of common stock agreed to issued	12,500,000