BM (BMTX) 10-Q 13 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Entity Registrant Name	Megalith Financial Acquisition Corp
Entity Central Index Key	0001725872
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q3
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Number	001-38633
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NY
Class A common stock
Entity Common Stock, Shares Outstanding		16,928,889
Class B common stock
Entity Common Stock, Shares Outstanding		4,232,222

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 685,621	$ 1,192,945
Prepaid expenses and other current assets	48,196	71,869
Total current assets	733,817	1,264,814
OTHER ASSETS
Marketable securities held in trust account	174,618,157	172,213,794
Total other assets	174,618,157	172,213,794
TOTAL ASSETS	175,351,974	173,478,608
CURRENT LIABILITIES
Accounts payable	236,169	258,559
Income taxes payable	448,145	216,846
Franchise taxes payable	40,000	200,000
Total current liabilities	724,314	675,405
LONG TERM LIABILITIES
Deferred underwriting fee payable	6,771,556	6,771,556
Total long term liabilities	6,771,556	6,771,556
Total liabilities	7,495,870	7,446,961
COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption, $0.0001 par value, 16,124,366 and 15,943,727 shares at redemption value of $10.10 per share at September 30, 2019 and December 31, 2018, respectively.	162,856,097	161,031,643
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	2,881,856	4,706,292
Retained earnings	2,117,647	293,190
Total stockholders' equity	5,000,007	5,000,004
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	175,351,974	173,478,608
Class A Common Stock
STOCKHOLDERS' EQUITY
Common stock value	81	99
Total stockholders' equity	81	99
Class B Common Stock
STOCKHOLDERS' EQUITY
Common stock value	423	423
Total stockholders' equity	$ 423	$ 423

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
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
Class A Common Stock
Common stock subject to possible redemption, par value	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	16,124,366	15,943,727
Common stock subject to possible redemption, per share	$ 10.10	$ 10.10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	804,523	985,162
Common stock, shares outstanding	804,523	985,162
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,232,222	4,232,222
Common stock, shares outstanding	4,232,222	4,232,222

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
OPERATING EXPENSES
General and administrative	$ 24,411	$ 21,614	$ 144,030	$ 23,243
Legal and professional fees	30,383		160,622
Franchise tax	40,000	200,000	160,000	200,000
Support services - related party	52,154	95,385	164,154	95,385
Total expenses	146,948	316,999	628,806	318,628
OTHER INCOME
Interest income on investments held in Trust Account	887,300	241,523	3,063,178	241,523
Total other income	887,300	241,523	3,063,178	241,523
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	740,352	(75,476)	2,434,372	(77,105)
Income tax expense	178,137	50,720	609,915	50,720
NET INCOME (LOSS)	$ 562,215	$ (126,196)	$ 1,824,457	(127,825)
Class A common stock
OTHER INCOME
NET INCOME (LOSS)
Weighted average shares outstanding	16,928,889	15,542,500	16,928,889	15,542,500
Basic and diluted net income (loss) per share	$ 0.04	$ 0	$ 0.14	$ 0
Class B common stock
OTHER INCOME
NET INCOME (LOSS)
Weighted average shares outstanding	4,232,222	4,232,222	4,232,222	4,232,222
Basic and diluted net income (loss) per share	$ (0.03)	$ (0.03)	$ (0.11)	$ (0.03)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Class A common stock	Class B common stock	Additional paid-in capital	Retained earnings (Accumulated deficit)	Total
Beginning balance at Dec. 31, 2017		$ 431	$ 24,569	$ (1,767)	$ 23,233
Beginning balance, shares at Dec. 31, 2017		4,312,500
Net income (loss)				(988)	(988)
Ending balance at Mar. 31, 2018		$ 431	24,569	(2,755)	22,245
Ending balance, shares at Mar. 31, 2018		4,312,500
Net income (loss)				(641)	(641)
Ending balance at Jun. 30, 2018		$ 431	24,569	(3,396)	21,604
Ending balance, shares at Jun. 30, 2018		4,312,500
Net income (loss)				(126,196)	(126,196)
Sale of Private Placement Warrants			6,945,778		6,945,778
Forfeiture of Shares of Class B common stock		$ (8)	8
Forfeiture of Shares of Class B common stock, shares		(80,278)
Underwriting fees and offering Costs			(10,521,211)		(10,521,211)
Change in shares of Class A common stock subject to redemption	$ (1,590)		(160,607,267)		(160,608,857)
Change in shares of Class A common stock subject to redemption, shares	(15,901,867)
Ending balance at Sep. 30, 2018	$ 103	$ 423	5,129,074	(129,592)	5,000,008
Ending balance, shares at Sep. 30, 2018	1,027,022	4,232,222
Beginning balance at Dec. 31, 2018	$ 99	$ 423	4,706,292	293,190	5,000,004
Beginning balance, shares at Dec. 31, 2018	985,162	4,232,222
Net income (loss)				571,418	571,418
Change in shares of Class A common stock subject to redemption	$ (5)		(571,413)		(571,418)
Change in shares of Class A common stock subject to redemption, shares	(56,576)
Ending balance at Mar. 31, 2019	$ 94	$ 423	4,134,879	864,608	5,000,004
Ending balance, shares at Mar. 31, 2019	928,586	4,232,222
Net income (loss)				690,824	690,824
Change in shares of Class A common stock subject to redemption	$ (7)		(690,812)		(690,819)
Change in shares of Class A common stock subject to redemption, shares	(68,398)
Ending balance at Jun. 30, 2019	$ 87	$ 423	3,444,067	1,555,432	5,000,009
Ending balance, shares at Jun. 30, 2019	860,188	4,232,222
Net income (loss)				562,215	562,215
Change in shares of Class A common stock subject to redemption	$ (6)		(562,211)		(562,217)
Change in shares of Class A common stock subject to redemption, shares	(55,665)
Ending balance at Sep. 30, 2019	$ 81	$ 423	$ 2,881,856	$ 2,117,647	$ 5,000,007
Ending balance, shares at Sep. 30, 2019	804,523	4,232,222

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 1,824,457	$ (127,825)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest earned in Trust Account	(3,063,178)	(241,523)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	23,673	(82,490)
Accounts payable	(22,390)	206,682
Income taxes payable	231,299	50,720
Franchise taxes payable	(160,000)	200,000
Net cash flows provided by (used in) in operating activities	(1,166,139)	5,564
CASH FLOWS FROM INVESTING ACTIVITIES
Cash remitted to Trust Account		(170,981,779)
Investment income released from Trust Account to pay taxes	658,815
Net cash flows provided by (used in) investing activities	658,815	(170,981,779)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of private placement warrants		6,945,778
Proceeds from Initial Public Offering		169,288,890
Payment of underwriter compensation		(3,192,889)
Payment of offering costs		(475,382)
Repayment of due to affiliates		(32,726)
Proceeds from Sponsor note		105,500
Repayment of Sponsor note		(107,500)
Net cash flows provided by financing activities		172,531,671
NET INCREASE (DECREASE) IN CASH	(507,324)	1,555,456
CASH, BEGINNING OF PERIOD	1,192,945	609
CASH, END OF PERIOD	685,621	1,556,065
Supplemental disclosure of noncash activities:
Change in value of Class A common stock subject to possible redemption	1,824,454	160,608,857
Deferred underwriters' commissions payable charged to additional paid-in capital in connection with the public offering		6,771,556
Forfeiture of shares of Class B common stock		8
Supplemental cash flow disclosure:
Federal income taxes paid	$ 378,616

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Megalith Financial Acquisition Corp. (the "Company") was incorporated in Delaware on November 13, 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 financial technology and the financial services sectors. 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 through September 30, 2019 relates to the Company's formation and Initial Public Offering, which is described below, and since the offering, the search for a prospective 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 earned on investments from the proceeds derived from the Initial Public Offering. The registration statement for the Company's initial public offering ("Initial Public Offering") was declared effective on August 23, 2018. On August 28, 2018, the Company consummated the Initial Public Offering of 15,000,000 units ("Units") with respect to the Class A Common Stock included in the Units being offered (the "Public Shares") at $10.00 per Unit generating gross proceeds of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,560,000 warrants ("Private Placement Warrants") at a price of  $1.00 per Private Placement Warrant in a private placement to the Company's sponsor, MFA Investor Holdings, LLC ($5,810,000) (the "Sponsor") and Chardan Capital Markets, LLC ($750,000) ("Chardan"), generating gross proceeds of $6,560,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $10,521,211, consisting of $3,192,889 of underwriting fees, $6,771,556 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $556,766 of other costs. As described in Note 5, the $6,771,556 deferred underwriting fee payable is contingent upon the consummation of a Business Combination by May 28, 2020, subject to the terms of the underwriting agreement. Following the closing of the Initial Public Offering on August 28, 2018, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account ("Trust Account") and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On September 21, 2018, the Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter's election to partially exercise its overallotment option ("Overallotment Units"), generating additional gross proceeds of $19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion of the Company's initial business combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding shares of its Class A Common Stock, par value $0.0001 ("Class A Common Stock"), sold in the Initial Public Offering (the "Public Stockholders") with the opportunity to redeem all or a portion of their Public Shares (as defined above) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the "Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, 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) have agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares held by them in favor of approving a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company's Sponsor, officers and directors (the "Initial Stockholders") have agreed not to propose an amendment to the 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 Class A Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by May 28, 2020, 21 months from the closing of the Initial Public Offering ("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 earned on the funds held in the Trust Account and not previously released to us to pay the Company's franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination 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 have agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of September 30, 2019, the Company had a cash balance of $685,621 and a working capital surplus of $9,503.Current liabilities totaling $488,145 can be paid by interest income from investments held in the Trust Account. During the nine months ended September 30, 2019, the Company withdrew $658,815 of interest income to pay its federal income tax estimates and franchise taxes. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company's estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay any such loaned amounts and up to $100,000 of interest on an annual basis for certain working capital purposes, but no other proceeds from the Trust Account would be used for such repayment. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In addition, 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 liquidity, 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 May 28, 2020.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal and recurring nature, which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 1, 2019. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. 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 statement 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. 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 September 30, 2019 and December 31, 2018. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders' equity. The Company's Class A 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 September 30, 2019 and December 31, 2018, 16,124,366 and 15,943,727 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheets. Offering Costs Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounting to $9,556,766 were charged to stockholders' equity upon the completion of the Initial Public Offering and an additional $964,445 were charged to stockholders' equity upon the underwriter's partial exercise of the over-allotment. 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. As of 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 account. 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 in the accompanying balance sheets, primarily due to their short-term nature. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income (loss) per share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. As of September 30, 2019 the Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company's statements of operations include a presentation of income per share for Class A 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 Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A common stock outstanding since the initial issuance. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. 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 reporting periods. Actual results could differ from those estimates. 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 balance sheet 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest as of September 30, 2019 or December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year's income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.

Initial Public Offering and Pri

Initial Public Offering and Private Placement	9 Months Ended
	Sep. 30, 2019
Initial Public Offering and Private Placement [Abstract]
Initial Public Offering and Private Placement	Note 3 — Initial Public Offering and Private Placement Pursuant to the Initial Public Offering, the Company sold 16,928,889 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the "Public Shares"), and one redeemable warrant (each, a "Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On November 13, 2017, the Sponsor purchased 4,312,500 shares (the "Founder Shares") of the Company's Class B Common Stock, par value $0.0001 ("Class B Common Stock") for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company's initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Sponsor agreed to forfeit up to 562,500 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 80,278 Founder Shares on September 21, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor and Chardan purchased an aggregate of 6,560,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (5,810,000 by the Sponsor and 750,000 by Chardan) for an aggregate purchase price of $6,560,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). Concurrently with the underwriter's partial exercise of the over-allotment, the Company consummated a private sale of an additional 385,778 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Unit generating gross proceeds of $385,778. The proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering and the underwriter's partial exercise of the over-allotment are 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 are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. In addition, for as long as the Private Placement Warrants are held by Chardan or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Initial Public Offering. The Sponsor and Chardan and the Company's officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and "piggyback" registration rights. The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans will not be able to sell these securities 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. Related Party Loans On November 27, 2017, the Sponsor had agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, amended and restated on September 30, 2018 (the "Note"). This loan was non-interest bearing and payable on the earlier of December 31, 2018 or as soon as practical after the Initial Public Offering. The Company fully repaid these amounts to the Sponsor in September 2018. Due to affiliates In conjunction with the formation of the Company, affiliates of the Sponsor paid $32,726 of organizational and deferred offering costs on behalf of the Company. The Company fully repaid these amounts to the affiliates in September 2018. Support Services The Company presently occupies office space provided by an affiliate of the Sponsor. The affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain administrative and support services, available to the Company, as may be required by the Company from time to time. The Company will pay the affiliate an aggregate of $2,000 per month for such office space, administrative and support services. During the three and nine months ended September 30, 2019, total support services costs incurred were $6,000 and $18,000, respectively and $2,000 during the three and nine months ended September 30, 2018 The Company pays an entity affiliated with the President a fee of approximately $7,692 every two weeks until the earlier of the consummation of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering. The total amount of expense incurred to this entity was $146,154 and $93,385 for the nine months ended September 30, 2019 and September 30, 2018, respectively. The total amount of expense incurred to this entity was $46,154 and $93,385 for the three months ended September 30, 2019 and September 30, 2018, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and 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, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement dated August 23, 2018. These holders are 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 had granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On September 21, 2018, the underwriters exercised a partial exercise of their overallotment option and purchased 1,928,889 units at a purchase price of $10.00 per unit. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $3 million in the aggregate at the closing of the Initial Public Offering and $192,889 in conjunction with the underwriters' partial exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or $6 million in the aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters' partial exercise of its overallotment option will be payable to the underwriters. 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.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Stockholders' Equity	Note 6 — Stockholders' Equity Common Stock Class A Common Stock Class B Common Stock Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Common Stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Preferred Stock Warrants - The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A 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 closing price of the shares equals or exceeds $24.00 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. In addition, except in the case of the Private Placement Warrants purchased by Chardan, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (z) the volume weighted average trading price of our Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the "Market Value") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $24.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 240% of the Market Value.

Trust Account and Fair Value Me

Trust Account and Fair Value Measurement	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Trust Account and Fair Value Measurement	Note 7 — Trust Account and Fair Value Measurement The Trust Account can be invested in U.S. government securities, within the meaning set forth in the Investment Company Act, having a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act. The Company's amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income and franchise taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 174,618,157 $ 172,213,794

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 8 — 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)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal and recurring nature, which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 1, 2019.
Reclassification	Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss.
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 statement 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.
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 September 30, 2019 and December 31, 2018.
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders' equity. The Company's Class A 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 September 30, 2019 and December 31, 2018, 16,124,366 and 15,943,727 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheets.
Offering Costs	Offering Costs Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounting to $9,556,766 were charged to stockholders' equity upon the completion of the Initial Public Offering and an additional $964,445 were charged to stockholders' equity upon the underwriter's partial exercise of the over-allotment.
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. As of 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 account.
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 in the accompanying balance sheets, primarily due to their short-term nature.
Net Income Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income (loss) per share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. As of September 30, 2019 the Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company's statements of operations include a presentation of income per share for Class A 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 Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A common stock outstanding since the initial issuance. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period.
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 reporting periods. Actual results could differ from those estimates.
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 balance sheet 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest as of September 30, 2019 or December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year's income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.

Trust Account and Fair Value _2

Trust Account and Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 174,618,157 $ 172,213,794

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		9 Months Ended
	Sep. 21, 2018	Aug. 28, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Description of Organization and Business Operations (Textual)
Agreed to purchase private placement			23,874,667
Public offering price per share		$ 10
Private placement warrant price per share			$ 10.10
Business combinations aggregate fair market value, percentage			80.00%
Net tangible assets			$ 5,000,001
Description of common stock redemption terms			The Company's Sponsor, officers and directors (the "Initial Stockholders") have agreed not to propose an amendment to the 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 Class A Common Stock in conjunction with any such amendment.
Restricted from redeeming percentage			15.00%
Interest to pay dissolution expenses			$ 100,000
Offering costs for the initial public offering				$ 169,288,890
Cash			685,621	$ 1,556,065	$ 1,192,945	$ 609
Working capital deficit			$ 9,503
Investments held in the trust account, description			The Company had a cash balance of $685,621 and a working capital surplus of $9,503.Current liabilities totaling $488,145 can be paid by interest income from investments held in the Trust Account. During the nine months ended September 30, 2019, the Company withdrew $658,815 of interest income to pay its federal income tax estimates and franchise taxes.
Interest			$ 100,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Textual)
Common stock price per share			$ 0.0001		$ 0.0001
Class B Common Stock [Member]
Description of Organization and Business Operations (Textual)
Common stock price per share			$ 0.0001		$ 0.0001
Chardan Capital Markets, LLC [Member]
Description of Organization and Business Operations (Textual)
Sale of warrants			750,000
MFA Investor Holdings, LLC [Member]
Description of Organization and Business Operations (Textual)
Sale of warrants			5,810,000
Public Offering [Member]
Description of Organization and Business Operations (Textual)
Agreed to purchase private placement			16,928,889
Gross proceeds		$ 150,000,000
Public offering price per share			$ 10
Business combination, description			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.
Common stock price per share		$ 10.10
Sale of stock, description		The Company consummated the Initial Public Offering of 15,000,000 units ("Units") with respect to the Class A Common Stock included in the Units being offered (the "Public Shares") at $10.00 per Unit generating gross proceeds of $150,000,000.
Sale of additional units		151,500,000
Deferred underwriting fee payable			$ 6,771,556
Underwriting fees			3,192,889
Offering costs for the initial public offering			10,521,211
Other costs			$ 556,766
Private Placement Warrants [Member]
Description of Organization and Business Operations (Textual)
Sale of warrants			385,778
Private Placement Warrants [Member] | Sponsor and Chardan [Member]
Description of Organization and Business Operations (Textual)
Gross proceeds			$ 6,560,000
Sale of warrants			6,560,000
Private placement warrant price per share			$ 1
Sale of stock, description			Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share
Over-Allotment Option [Member]
Description of Organization and Business Operations (Textual)
Sale of stock, description	The Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter's election to partially exercise its overallotment option ("Overallotment Units"), generating additional gross proceeds of $19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion of the Company's initial business combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Summary of Significant Accounting Policies (Textual)
Federal depository insurance coverage	$ 250,000
Class A common stock subject to possible redemption	16,124,366	15,943,727
Offering costs	$ 9,556,766
Agreed to purchase private placement	23,874,667
Additional charges for underwriter's over-allotment	$ 964,445

Initial Public Offering and P_2

Initial Public Offering and Private Placement (Details) - $ / shares	1 Months Ended	9 Months Ended
	Aug. 28, 2018	Sep. 30, 2019
Initial Public Offering and Private Placement (Textual)
Proposed public offering		23,874,667
Public offering price per share	$ 10
Class A Common Stock [Member]
Initial Public Offering and Private Placement (Textual)
Proposed public offering		16,928,889
Public warrant, description	The Company consummated the Initial Public Offering of 15,000,000 units ("Units") with respect to the Class A Common Stock included in the Units being offered (the "Public Shares") at $10.00 per Unit generating gross proceeds of $150,000,000.
Public offering price per share		$ 10
Class A Common Stock [Member]
Initial Public Offering and Private Placement (Textual)
Public warrant, description		Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 13, 2017	Sep. 21, 2018	Nov. 27, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Related Party Transactions (Textual)
Aggregate amount							$ 6,945,778
Aggregate price				$ 0.01		$ 0.01
Company an aggregate to cover expenses			$ 300,000
Due to affiliates of organizational and deferred offering costs				$ 32,726		$ 32,726
Payment of affiliate an aggregate of per month						2,000
Total payment of administrative and support service				6,000	$ 2,000	18,000	2,000
Note payable to sponsor
Due to affiliates payment
Amount paid				$ 46,154	$ 93,385	$ 146,154	$ 93,385
President [Member]
Related Party Transactions (Textual)
Business combination, description						The Company pays an entity affiliated with the President a fee of approximately $7,692 every two weeks until the earlier of the consummation of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering.
Private Placement Warrants [Member]
Related Party Transactions (Textual)
Aggregate amount						$ 385,778
Aggregate price				$ 1		$ 1
Purchase of aggregate shares				385,778		385,778
Founder Shares [Member]
Related Party Transactions (Textual)
Purchase of common stock shares	4,312,500
Common stock, par value	$ 0.0001
Common stock aggregate price	$ 25,000
Sponsor forfeited	562,500	80,278
Business combination, description	(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.
Sponsor and Chardan [Member] | Private Placement Warrants [Member]
Related Party Transactions (Textual)
Aggregate amount						$ 6,560,000
Aggregate price				$ 1		$ 1
Purchase of aggregate shares				6,560,000		6,560,000
Private placement warrants, description						Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share
Chardan [Member]
Related Party Transactions (Textual)
Purchase of aggregate shares				750,000		750,000
Sponsor [Member]
Related Party Transactions (Textual)
Purchase of aggregate shares				5,810,000		5,810,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - $ / shares	1 Months Ended	9 Months Ended
	Sep. 21, 2018	Sep. 30, 2019
Commitments and Contingencies (Textual)
Underwriting agreement, description		The underwriters were paid a cash underwriting discount of $0.20 per unit, or $3 million in the aggregate at the closing of the Initial Public Offering and $192,889 in conjunction with the underwriters' partial exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or $6 million in the aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters' partial exercise of its overallotment option will be payable to the underwriters. 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.
Over-Allotment Option [Member]
Commitments and Contingencies (Textual)
Purchase of additional units of shares		2,250,000
Underwriters exercised a partial exercise	1,928,889
Purchase price	$ 10

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Stockholders' Equity (Textual)
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Description of conversion basis	The number of shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Common Stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination.
Consideration of underwriters, description	The forfeiture of 80,278 shares to the Company by the Sponsor for no consideration since the underwriters' 45-day over-allotment option was not exercised in full, so that the Initial Stockholders collectively own 20% of the Company's issued and outstanding Common Stock after the Initial Public Offering.
Public Warrants for redemption, description	If, and only if, the last reported closing price of the shares equals or exceeds $24.00 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.
Warrant per share	$ 0.01
Private Placement Warrants [Member]
Stockholders' Equity (Textual)
Warrant per share	$ 1
Private Placement Warrants [Member] | Chardan [Member]
Stockholders' Equity (Textual)
Public Warrants for redemption, description	In addition, except in the case of the Private Placement Warrants purchased by Chardan, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (z) the volume weighted average trading price of our Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the "Market Value") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $24.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 240% of the Market Value.
Class A Common Stock [Member]
Stockholders' Equity (Textual)
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	804,523	985,162
Common stock, shares outstanding	804,523	985,162
Common stock subject to possible redemption, shares	16,124,366	15,943,727
Class B Common Stock [Member]
Stockholders' Equity (Textual)
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,232,222	4,232,222
Common stock, shares outstanding	4,232,222	4,232,222

Trust Account and Fair Value _3

Trust Account and Fair Value Measurement (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Assets:
Marketable securities held in Trust Account	$ 174,618,157	$ 172,213,794
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 174,618,157	$ 172,213,794

Trust Account and Fair Value _4

Trust Account and Fair Value Measurement (Details Textual)	9 Months Ended
	Sep. 30, 2019USD ($)
Trust Account and Fair Value Measurement (Textual)
Dissolution expenses	$ 100,000
Trust account, description	(i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period.