Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 13, 2020 | Jun. 28, 2019 | |
Entity Registrant Name | Megalith Financial Acquisition Corp | ||
Entity Central Index Key | 0001725872 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 170,000,000 | ||
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 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 482,665 | $ 1,192,945 |
Prepaid expenses and other current assets | 37,571 | 71,869 |
Total current assets | 520,236 | 1,264,814 |
OTHER ASSETS | ||
Marketable securities held in trust account | 175,410,617 | 172,213,794 |
Total other assets | 175,410,617 | 172,213,794 |
TOTAL ASSETS | 175,930,853 | 173,478,608 |
CURRENT LIABILITIES | ||
Accounts payable | 111,968 | 258,559 |
Income taxes payable | 572,160 | 216,846 |
Franchise taxes payable | 80,000 | 200,000 |
Total current liabilities | 764,128 | 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 | 7,535,684 | 7,446,961 |
Class A common stock subject to possible redemption, $0.0001 par value, 16,177,739 and 15,943,727 shares at redemption value of $10.10 per share at December 31, 2019 and 2018, respectively | 163,395,164 | 161,031,643 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 2,342,794 | 4,706,292 |
Retained earnings | 2,656,712 | 293,190 |
Total stockholders' equity | 5,000,005 | 5,000,004 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 175,930,853 | 173,478,608 |
Class A Common Stock | ||
STOCKHOLDERS' EQUITY | ||
Common stock value | 76 | 99 |
Total stockholders' equity | 76 | 99 |
Class B Common Stock | ||
STOCKHOLDERS' EQUITY | ||
Common stock value | 423 | 423 |
Total stockholders' equity | $ 423 | $ 423 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 16,177,739 | 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 | 751,150 | 985,162 |
Common stock, shares outstanding | 751,150 | 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
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING EXPENSES | ||
General and administrative | $ 155,854 | $ 63,615 |
Legal and professional fees | 219,533 | 301,366 |
Franchise tax | 200,000 | 200,000 |
Support services - related party | 224,000 | 155,231 |
Total expenses | 799,387 | 720,212 |
OTHER INCOME | ||
Interest income on marketable securities held in Trust Account | 3,950,927 | 1,232,015 |
Total other income | 3,950,927 | 1,232,015 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 3,151,540 | 511,803 |
Income tax expense | 788,018 | 216,846 |
NET INCOME | $ 2,363,522 | $ 294,957 |
Class A common stock | ||
OTHER INCOME | ||
Weighted average shares outstanding | 16,928,889 | 16,571,111 |
Basic and diluted net income (loss) per share | $ 0.18 | $ 0.05 |
Class B common stock | ||
OTHER INCOME | ||
Weighted average shares outstanding | 4,232,222 | 4,290,286 |
Basic and diluted net income (loss) per share | $ (0.14) | $ (0.12) |
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 | ||||
Sale of Units in Initial Public Offering | $ 1,693 | 169,287,197 | 169,288,890 | ||
Sale of Units in Initial Public Offering, shares | 16,928,889 | ||||
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 | $ (1,594) | (161,030,049) | (161,031,643) | ||
Change in shares of Class A common stock subject to redemption, shares | (15,943,727) | ||||
Net income | 294,957 | 294,957 | |||
Ending balance at Dec. 31, 2018 | $ 99 | $ 423 | 4,706,292 | 293,190 | 5,000,004 |
Ending balance, shares at Dec. 31, 2018 | 985,162 | 4,232,222 | |||
Change in shares of Class A common stock subject to redemption | $ (23) | (2,363,498) | (2,363,521) | ||
Change in shares of Class A common stock subject to redemption, shares | (234,012) | ||||
Net income | 2,363,522 | 2,363,522 | |||
Ending balance at Dec. 31, 2019 | $ 76 | $ 423 | $ 2,342,794 | $ 2,656,712 | $ 5,000,005 |
Ending balance, shares at Dec. 31, 2019 | 751,150 | 4,232,222 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 2,363,522 | $ 294,957 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned in Trust Account | (3,950,927) | (1,232,015) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 34,298 | (71,869) |
Accounts payable | (146,591) | 234,526 |
Income taxes payable | 355,314 | 216,846 |
Franchise taxes payable | (120,000) | 200,000 |
Net cash flows used in operating activities | (1,464,384) | (357,556) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Interest income released from Trust Account to pay taxes | 754,104 | |
Cash remitted to Trust Account | (170,981,779) | |
Net cash flows provided by (used in) financing activities | 754,104 | (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 CHANGE IN CASH | (710,280) | 1,192,336 |
CASH, BEGINNING OF YEAR | 1,192,945 | 609 |
CASH, END OF YEAR | 482,665 | 1,192,945 |
Supplemental disclosure of noncash activities: | ||
Change in value of Class A common stock subject to possible redemption | 2,363,521 | 161,031,643 |
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: | ||
Income taxes paid | $ 432,704 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 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 December 31, 2019, the Company had not commenced any operations. All activity through December 31, 2019 relates to the Company's formation and Initial Public Offering, which is described below, and since the 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 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 ($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 shares 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 The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2019, the Company had a cash balance of $482,665 and a working capital deficit of $243,892. Accrued income and franchise tax totaling $652,160 can be paid by interest income available in the Trust Account. During the year ended December 31, 2019, the Company withdrew $754,104 of interest income to pay its federal income taxes 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. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying 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. 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 December 31, 2019 and 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 December 31, 2019 and 2018, 16,177,739 and 15,943,727 shares of Class A common stock subject to possible redemption, respectively, 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. At December 31, 2019 and 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 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. 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 includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $3,950,927 and $1,232,015, net of applicable taxes of $788,018 and $216,846, by the weighted average number of 16,928,889 and 16,571,111 shares of Class A common stock outstanding for the years ended December 31, 2019 and 2018, respectively. 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 period. 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. 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 and as of December 31, 2019 or 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. The total provision (benefit) for income taxes is comprised of the following: For the years ending 2019 2018 Current expense $ 788,018 $ 216,846 Deferred expense (benefit) (125,871 ) (109,245 ) Change in valuation allowance 125,871 109,245 Total income tax expense $ 788,018 $ 216,846 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 235,116 $ 109,245 Deferred tax liabilities - - Valuation allowance for deferred tax assets (235,116 ) (109,245 ) Net deferred tax assets $ - $ - The deferred tax assets as of December 31, 2019 and 2018 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, Capitalized expenses before business combination $ 235,116 $ 109,245 Valuation allowance for deferred tax assets (235,116 ) (109,245 ) Total $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At the year ended December 31, 2019 and 2018, the valuation allowance was $235,116 and $109,245, respectively. A reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 4.0 % 21.4 % Income tax provision expense 25.0 % 42.4 % 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 | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 June 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 had drawn $2,000 on the Note as of December 31, 2017 and had borrowed an additional $105,500 in 2018. The Company fully repaid these amounts to the Sponsor 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. For the year ending December 31, 2019 and 2018, the total support services costs were $24,000 and $8,000, respectively. The Company pays an entity affiliated with the President a fee of approximately $16,667 per month 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 paid to this entity was $200,000 and $147,231 for the years ended December 31, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2019 and 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities in Trust Account 1 $ 175,410,617 $ 172,213,794 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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 and determined that there have been no events that have occurred that would require adjustments to the disclosures of the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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. |
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 December 31, 2019 and 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 December 31, 2019 and 2018, 16,177,739 and 15,943,727 shares of Class A common stock subject to possible redemption, respectively, 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. At December 31, 2019 and 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 (Loss) 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 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. 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 includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $3,950,927 and $1,232,015, net of applicable taxes of $788,018 and $216,846, by the weighted average number of 16,928,889 and 16,571,111 shares of Class A common stock outstanding for the years ended December 31, 2019 and 2018, respectively. 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 period. 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. 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 and as of December 31, 2019 or 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. The total provision (benefit) for income taxes is comprised of the following: For the years ending 2019 2018 Current expense $ 788,018 $ 216,846 Deferred expense (benefit) (125,871 ) (109,245 ) Change in valuation allowance 125,871 109,245 Total income tax expense $ 788,018 $ 216,846 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 235,116 $ 109,245 Deferred tax liabilities - - Valuation allowance for deferred tax assets (235,116 ) (109,245 ) Net deferred tax assets $ - $ - The deferred tax assets as of December 31, 2019 and 2018 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, Capitalized expenses before business combination $ 235,116 $ 109,245 Valuation allowance for deferred tax assets (235,116 ) (109,245 ) Total $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At the year ended December 31, 2019 and 2018, the valuation allowance was $235,116 and $109,245, respectively. A reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 4.0 % 21.4 % Income tax provision expense 25.0 % 42.4 % |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of total provision (benefit) for income taxes | For the years ending 2019 2018 Current expense $ 788,018 $ 216,846 Deferred expense (benefit) (125,871 ) (109,245 ) Change in valuation allowance 125,871 109,245 Total income tax expense $ 788,018 $ 216,846 |
Schedule of net deferred tax assets and liabilities | December 31, December 31, Deferred tax assets $ 235,116 $ 109,245 Deferred tax liabilities - - Valuation allowance for deferred tax assets (235,116 ) (109,245 ) Net deferred tax assets $ - $ - |
Schedule of tax effect of cumulative temporary differences | December 31, December 31, Capitalized expenses before business combination $ 235,116 $ 109,245 Valuation allowance for deferred tax assets (235,116 ) (109,245 ) Total $ - $ - |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the effective tax rate | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 4.0 % 21.4 % Income tax provision expense 25.0 % 42.4 % |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Description Level December 31, December 31, Assets: Marketable securities in Trust Account 1 $ 175,410,617 $ 172,213,794 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 21, 2018 | Aug. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Description of Organization and Business Operations (Textual) | |||||
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 balance | 482,665 | 1,192,945 | $ 609 | ||
Working capital deficit | 243,892 | ||||
Investment income released from Trust Account to pay taxes | 754,104 | ||||
Accrued income and franchise tax | $ 652,160 | ||||
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) | |||||
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 $385,778. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Current expense | $ 788,018 | $ 216,846 |
Deferred expense (benefit) | (125,817) | (109,245) |
Change in valuation allowance | 125,817 | 109,245 |
Total income tax expense | $ 788,018 | $ 216,846 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Deferred tax assets | $ 235,116 | $ 109,245 |
Deferred tax liabilities | ||
Valuation allowance for deferred tax assets | (235,116) | (109,245) |
Net deferred tax assets |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Capitalized expenses before business combination | $ 235,116 | $ 109,245 |
Valuation allowance for deferred tax assets | (235,116) | (109,245) |
Total |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Valuation allowance | 4.00% | 21.40% |
Income tax provision expense | 25.00% | 42.40% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | ||
Federal depository insurance coverage | $ 250,000 | |
Class A common stock subject to possible redemption | 16,177,739 | 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 | |
Valuation allowance | (235,116) | $ (109,245) |
Interest income on investments held in Trust Account | $ 3,950,927 | $ 1,232,015 |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Weighted average shares outstanding | 16,928,889 | 16,571,111 |
Applicable taxes net | $ 788,018 | $ 216,846 |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Agreed to purchase private placement | 16,928,889 | |
Interest income on investments held in Trust Account | $ 1,232,015 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Interest income on investments held in Trust Account | $ 3,950,927 |
Initial Public Offering and P_2
Initial Public Offering and Private Placement (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Aug. 28, 2018 | Dec. 31, 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) | ||
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) | ||
Proposed public offering | 16,928,889 | |
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 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions (Textual) | ||||||
Aggregate amount | $ 6,945,778 | |||||
Company an aggregate to cover expenses | $ 300,000 | |||||
Payment of affiliate an aggregate of per month | 2,000 | |||||
Total payment of administrative and support service | 24,000 | 8,000 | ||||
Note payable to sponsor | $ 2,000 | |||||
Additional borrowed amount | 105,500 | |||||
Amount paid | $ 200,000 | $ 147,231 | ||||
President [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Business combination, description | The Company will pay an entity affiliated with the President a fee of approximately $16,667 per month 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 | |||||
Purchase of aggregate shares | 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 | |||||
Purchase of aggregate shares | 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 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Purchase of aggregate shares | 5,810,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Sep. 21, 2018 | Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 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. | |
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 | 751,150 | 985,162 |
Common stock, shares outstanding | 751,150 | 985,162 |
Common stock subject to possible redemption, shares | 16,177,739 | 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 ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Marketable securities held in Trust Account | $ 175,410,617 | $ 172,213,794 |
Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 175,410,617 | $ 172,213,794 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement (Details Textual) | 12 Months Ended |
Dec. 31, 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. |