Nikola (NKLA) 10-K 6 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Mar. 06, 2020	Jun. 30, 2019
Document and Entity Information
Entity Registrant Name	VECTOIQ ACQUISITION CORP.
Entity Central Index Key	0001731289
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 253.2
Entity Common Stock, Shares Outstanding		29,640,000
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 751,640	$ 1,168,600
Prepaid expenses and other current assets	23,438	62,500
Total current assets	775,078	1,231,100
Non-current assets:
Cash held in Trust account	10,316	47,979
Investments held in Trust account	238,372,960	235,243,004
Prepaid insurance		23,438
Total assets	239,158,354	236,545,521
Current liabilities:
Accounts payable	80,042	1,462
Accrued liabilities	244,644	275,000
Accrued income tax payable	408,275	572,869
Total current liabilities	732,961	849,331
Deferred tax liability	101,521	102,777
Total liabilities	834,482	952,108
Commitments and Contingencies
Common shares subject to possible redemption, 22,573,931 and 22,831,030 shares at redemption value of $10.35 and $10.10 at December 31, 2019 and 2018, respectively	233,323,871	230,593,412
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2019 and 2018
Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,066,069 and 6,808,970 shares issued and outstanding (excluding 22,573,931 and 22,831,030 shares subject to possible redemption) at December 31, 2019 and 2018, respectively	709	681
Additional paid-in capital	4,999,292	3,086,285
Retained earnings		1,913,035
Total stockholders' equity	5,000,001	5,000,001
Total Liabilities and Stockholders' Equity	$ 239,158,354	$ 236,545,521

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Balance Sheets
Common shares subject to possible redemption (in shares)	22,552,141	22,831,030
Common shares subject to possible redemption value (in dollars per share)	$ 10.36	$ 10.10
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,087,859	6,808,970
Common stock, shares outstanding	7,087,859	6,808,970

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019
Expenses:
General and administrative expenses	$ 402,302	$ 910,209
Loss from operations	(402,302)	(910,209)
Other income:
Investment income in Trust account	2,990,983	5,033,038
Income before income tax expense	2,588,681	4,122,829
Income tax expense	675,646	1,392,370
Net income	$ 1,913,035	$ 2,730,459
Weighted average share outstanding, basic and diluted	22,643,542	29,640,000
Basic and diluted net income per share (in dollar per Share)	$ 0.08	$ 0.09

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common stockInitial stockholder sale on February 15, 2018	Common stockPrivate placement on May 18, 2018	Common stockPrivate placement on May 29, 2018	Common stockIPO	Common stockOver-allotment option	Common stock	Additional Paid-in CapitalInitial stockholder sale on February 15, 2018	Additional Paid-in CapitalPrivate placement on May 18, 2018	Additional Paid-in CapitalPrivate placement on May 29, 2018	Additional Paid-in CapitalIPO	Additional Paid-in CapitalOver-allotment option	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Initial stockholder sale on February 15, 2018	Private placement on May 18, 2018	Private placement on May 29, 2018	IPO	Over-allotment option	Total
Balance at beginning of period at Jan. 22, 2018						$ 0						$ 0	$ 0						$ 0
Balance at beginning of period (in shares) at Jan. 22, 2018						0
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Issuance of common stock	$ 575	$ 80	$ 9	$ 2,000	$ 300		$ 24,425	$ 7,999,920	$ 899,991	$ 195,353,378	$ 29,399,700			$ 25,000	$ 8,000,000	$ 900,000	$ 195,355,378	$ 29,400,000
Issuance of common stock (in shares)	5,750,000	800,000	90,000	20,000,000	3,000,000
Common stock subject to possible redemption						$ (2,283)						(230,591,129)							(230,593,412)
Common stock subject to possible redemption (in shares)						(22,831,030)
Net income													1,913,035						1,913,035
Balance at end of period at Dec. 31, 2018						$ 681						3,086,285	1,913,035						$ 5,000,001
Balance at end of period (in shares) at Dec. 31, 2018						6,808,970													6,808,970
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common stock subject to possible redemption						$ 28						1,913,007	(4,643,494)						$ (2,730,459)
Common stock subject to possible redemption (in shares)						278,889
Net income													$ 2,730,459						2,730,459
Balance at end of period at Dec. 31, 2019						$ 709						$ 4,999,292							$ 5,000,001
Balance at end of period (in shares) at Dec. 31, 2019						7,087,859													7,087,859

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	Dec. 31, 2018USD ($)$ / shares
Common stock
Underwriting discount | $	$ 600,000
Private placement on May 18, 2018 | Common stock
Share price (in dollars per share)	$ 10
Private placement on May 29, 2018 | Common stock
Share price (in dollars per share)	10
IPO | Common stock
Share price (in dollars per share)	10
Over-allotment option
Share price (in dollars per share)	$ 10

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019
Cash Flows from operating activities:
Net income	$ 1,913,035	$ 2,730,459
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on marketable securities held in Trust account	(2,990,983)	(5,033,038)
Deferred income taxes	102,777	(1,256)
Change in operating assets and liabilities:
Decrease (increase) in prepaid expenses	(85,938)	62,500
Decrease in accounts payable and accrued liabilities	276,462	48,224
(Decrease) increase in accrued income tax payable	572,869	(164,594)
Net cash used in operating activities	(211,778)	(2,357,705)
Cash flows from investing activities:
Purchases of investments held in Trust account	(466,922,021)	(947,314,918)
Maturities of marketable securities held in Trust account	234,670,000	949,218,000
Net cash provided by (used in) investing activities	(232,252,021)	1,903,082
Cash Flows from financing activities:
Proceeds from issuance of common stock, net of offering costs	233,680,378
Proceeds from note payable	120,000
Payments on note payable	(120,000)
Net cash provided by financing activities	233,680,378
Net (decrease) increase in cash and cash held in Trust account	1,216,579	(454,623)
Cash and cash held in Trust account - beginning of period		1,216,579
Cash and cash held in Trust account - end of period	$ 1,216,579	$ 761,956

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2019
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations VectoIQ Acquisition Corp. (the “Company”) was incorporated in Delaware on January 23, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization 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 industrial technology, transportation and smart mobility industries. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced operations. All activity for the period from January 23, 2018 (inception) through December 31, 2019 relates to the Company’s formation and its initial public offering described below , and since the closing of its initial public offering, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents and investments from the proceeds derived from its initial public offering. The Company has a December 31 year end. The Company’s sponsor is VectoIQ Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective May 15, 2018. On May 18, 2018, the Company consummated an initial public offering of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, Cowen Investments, LLC (collectively with the Sponsor, the “Founders”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”). Following the closing of the initial public offering on May 18, 2018, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the initial public offering and the Private Placement Units was placed in a trust account (“Trust Account”) which 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 Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. On May 24, 2018, the underwriters notified the Company of their exercise of the over-allotment option in full and, on May 29, 2018, purchased 3,000,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating total gross proceeds of $30,000,000. On May 29, 2018, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 90,000 Private Units at $10.00 per additional Private Unit (the “Additional Private Units”), generating total gross proceeds of $900,000. Following the closing of the over-allotment option, an additional $30,300,000 ($10.10 per Unit) was placed in the Trust Account, resulting in $232,300,000 ($10.10 per Unit) held in the Trust Account. Transaction costs amounted to $5,244,622, consisting of $4,600,000 of underwriting fees, including underwriting fees resulting from the exercise of the underwriters’ over-allotment, and $644,622 of initial public offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of Private Placement Units, 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 its initial Business Combination with one or more target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding shares of its common stock, par value $0.0001, sold in the initial public offering (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if a stockholder vote is held to approve such transaction, only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the initial public offering in favor of 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 or any amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to its pre-initial business combination activity and related stockholders’ rights. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the common stock sold in the initial public offering, without the prior consent of the Company. The Company’s Founders, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If the Company does not consummate a Business Combination by May 18, 2020 (the “Combination Period”), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (less up to $100,000 of interest to pay dissolution expenses, and taxes that were not previously released from the trust and paid), 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. 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 initially held in the Trust Account (or potentially less in certain circumstances). 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. 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 (other than the Company’s independent auditors), service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern ”, management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. Management plans to address this uncertainty through the consummation of a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 18, 2020.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	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. 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 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. Net Income Per Common Share Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At December 31, 2019 and 2018, the Company had outstanding warrants to purchase 23,890,000 shares of common stock, respectively. These shares were excluded from the calculation of diluted net income per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts and a trust account held at financial institutions, 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 accounts. 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 balance sheet due to their short-term nature. 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. 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. Cash held in Trust Account At December 31, 2019 and 2018, the assets held in the Trust Account were held in 90-day U.S. Treasury bills. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the initial public offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company has recorded deferred tax liabilities relating to expenses deferred for income tax purposes as of December 31, 2019 and 2018 amounting to $101,521 and $102,777, respectively. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 ("Tax Reform") was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced from 35% to 21%, among other changes. Recent Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2019
Initial Public Offering
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the initial public offering, the Company sold 23,000,000 Units (including 3,000,000 Units subject to the underwriters’ over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one share of common stock (such shares of common stock included in the Units sold in the initial public offering, the “Public Shares”), and one redeemable warrant (each such warrant included in the Units sold in the initial public offering, a “Public Warrant”). Each Public Warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the initial public offering or 30 days after the completion of the initial Business Combination. The Public Warrants will expire on the fifth anniversary of the Company’s completion of an initial Business Combination, or earlier upon redemption or liquidation. As of December 31, 2019 and 2018, the Company had 23,890,000 warrants outstanding, respectively. The Company is accounting for its warrants and the forward purchase agreement (as defined below) under ASC 815 and is including them in Shareholders’ Equity. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the issuance of the shares issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement or a current prospectus, exercise Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Private Warrants (as defined below) are identical to the Public Warrants underlying the Units sold in the initial public offering, except that the Private Warrants and the common stock issuable upon exercise of the Private 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 Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees and Private Warrants held by Cowen Investments LLC will not be exercisable more than five years after the effective date of the registration statement related to the initial public offering in accordance with FINRA Rule 5110(f)(2)(G)(i). If the Private Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private 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: · 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 ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On February 15, 2018, the Founders purchased an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001, for an aggregate purchase price of $25,000, or approximately $0.004 per share. The Sponsor and Cowen Investments purchased 4,301,000 and 1,449,000 of the Founder Shares, respectively. In March 2018, the Sponsor transferred 15,000 Founder Shares to each of its initial director nominees. In April 2018, the sponsor forfeited 435,606 Founder Shares and the Anchor Investor purchased 435,606 Founder Shares for an aggregate purchase price of $1,894, or approximately $0.004 per share. In May 2018, Cowen Investments forfeited 287,500 Founder Shares, which were subsequently purchased by the Sponsor and the Anchor Investor. Additionally, in May 2018, the Sponsor purchased 254,829 Founder Shares for an aggregate purchase price of $1,108, or approximately $0.004 per share, and the Anchor Investor purchased 32,671 Founder Shares for an aggregate purchase price of $142, or approximately $0.004 per share. The initial stockholders have 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 and (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Simultaneously with the initial public offering, the Founders and Anchor Investor purchased an aggregate of 890,000 Private Placement Units (including 90,000 Private Placement Units in connection with the exercise of the over-allotment option) at a price of $10.00 per Private Placement Unit ($8,900,000 in the aggregate) in a private placement. Each Private Placement Unit consists of one share of common stock (such shares of common stock included in the Private Placement Units, the “Private Shares”) and one redeemable warrant (each, a “Private Warrant”). Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Proceeds from the Private Placement Units were added to the proceeds from the initial public offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in trust will be part of the liquidating distribution to the public stockholders, and the Private Warrants will expire worthless. The Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Founders or their permitted transferees. The Founders and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units or the securities underlying the Private Placement Units until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. A fund affiliated with P. Schoenfeld Asset Management LP, which is referred to as the “forward purchase investor,” is a member of the Sponsor and has entered into a contingent forward purchase agreement with the Company (the “forward purchase agreement”) which provides for the purchase by the forward purchase investor of 2,500,000 forward purchase shares, plus one of the Company’s redeemable warrants for each forward purchase share, for total gross proceeds of up to $25,000,000. These shares and warrants will be purchased in a private placement to close simultaneously with the consummation of the Company’s initial business combination. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. While the Company may elect to have the forward purchase investor purchase no securities under the contingent forward purchase agreement, if the Company requests that the forward purchase investor purchase securities and the forward purchase investor defaults on such purchase or the forward purchase investor exercises its right of refusal contained in the forward purchase agreement, the forward purchase investor will forfeit up to all of its ownership interest in the Sponsor related to Founder Shares, and the Sponsor will have the right to redeem the forward purchase investor’s remaining ownership interest in the Sponsor at the original purchase price. Related Party Loans On March 1, 2018, the Sponsor agreed to loan the Company an aggregate of up to $100,000 to cover expenses related to the initial public offering pursuant to a promissory note. Also, on March 1, 2018, Cowen Investments, LLC agreed to loan the Company an aggregate of up to $100,000 to cover expenses related to the initial public offering pursuant to a second promissory note on the same terms as the loan provided by the Sponsor. These loans are non-interest bearing and were repaid with the proceeds from the initial public offering. At December 31, 2019 and 2018, there is no related party loan outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into additional units of the post Business Combination entity at a price of $10.00 per unit. The securities would be identical to the Private Placement Units. To date, the Company had no borrowings under the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the initial public offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space and general administrative services. At December 31, 2019 and 2018, the Company accrued $195,000 and $75,000 for office space and general administrative services, respectively. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments & Contingencies
Commitments & Contingencies	Note 5—Commitments & Contingencies Registration Rights Pursuant to a registration rights agreement entered into on May 15, 2018, the Founders, anchor investor, and the Company’s executive officers, directors and director nominees and their permitted transferees will be entitled to demand that the Company register for resale the Founder Shares, the Private Placement Units and underlying securities and any securities issued upon conversion of Working Capital Loans. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the initial public offering and may not exercise its demand rights on more than one occasion. Business Combination Marketing Agreement The Company engaged the underwriters as advisors in connection with its Business Combination pursuant to a business combination marketing agreement. Pursuant to that agreement, the Company will pay such advisors a cash fee for such services upon the consummation of an initial Business Combination in an amount equal to 3.5% of the gross proceeds of the initial public offering, including any proceeds from the full or partial exercise of the over-allotment option.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2019
Stockholders' Equity
Stockholders' Equity	Note 6—Stockholders’ Equity Common Stock —The Company is currently authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2019 and 2018, there were 29,640,000 shares of common stock issued and outstanding including 22,552,141 and 22,831,030 shares subject to redemption, respectively. Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2019 and 2018, there were no shares of preferred stock issued or outstanding.

Investment Valuation

Investment Valuation	12 Months Ended
	Dec. 31, 2019
Investment Valuation
Investment Valuation	Note 7 — Investment Valuation FASB ASC 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Company’s investments and requires additional disclosure about fair value. Fair value is an estimate of the price the Company would receive to sell an asset or pay to transfer a liability in an orderly arm’s length transaction between market participants at the measurement date and sets out a fair value hierarchy. The valuation hierarchy is based upon the transparency of inputs used to measure fair value. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1: Quoted prices (unadjusted) are available in active markets for identical investments as of the reporting date. The types of financial instruments in Level 1 include listed equities and listed derivatives. The Company’s investments in the Trust Account are 90-day U.S. government treasury bills and therefore are level 1 investments, since the Company is able to value the investments based on quoted prices in an active market. Level 2: Pricing inputs are other than quoted prices in active markets for identical investments, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments in this category generally include corporate bonds and loans, less liquid and restricted equity securities, certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. Level 3: Pricing inputs include those that are generally less observable or unobservable and include situations where there is little, if any, market activity for the investment. Financial instruments in this category generally include equity and debt positions in private companies. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local markets conditions, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Upon the closing of the initial public offering and the private placement, a total of $202,000,000 was deposited into the Trust Account at May 18, 2018. In connection with the exercise of the overallotment option, an additional $30,300,000 was deposited. All proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. The proceeds of the Trust Account were invested in U.S. government treasury bills maturing in February 2020 and February 2019 at December 31, 2019 and 2018, resepectively, yielding interest of approximately 2.0% The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying December 31, 2019 and 2018 balance sheets and adjusted for the amortization or accretion of premiums or discounts. The following tables present information about the Company’s assets that are measured on a recurring basis as of December 31, 2019 and 2018 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2019 and 2018 consist of U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Carrying value Quoted Price Prices at December Gross Unrealized in Active Markets 31, 2019 Holding Gain (Level 1) Assets: Cash held in Trust account $ 10,316 $ — $ 10,316 U.S. government treasury bills 238,372,960 5,702 238,378,662 Total $ 238,383,276 $ 5,702 $ 238,388,978 Carrying value Quoted Price Prices at December Gross Unrealized in Active Markets 31, 2018 Holding Loss (Level 1) Assets: Cash held in Trust account $ 47,979 $ — $ 47,979 U.S. government treasury bills 235,243,004 (31,784) 235,211,220 Total $ 235,290,983 $ (31,784) $ 235,259,199 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the years ended December 31, 2019 and 2018.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Taxes
Income Taxes	Note 8 — Income Taxes The Company’s financial statements include total net income before taxes of $4,122,829 and $2,588,681 for the years ended December 31, 2019 and 2018. The income tax provision consists of the following: December December 31, 2019 31, 2018 Federal: Current $ 991,989 $ 460,929 Deferred (1,256) 82,694 State and Local: Current 401,637 111,940 Deferred - 20,083 Income tax provision $ 1,392,370 $ 675,646 Reconciliations of the differences between the provision for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: 2019 Amount Percent of Pretax Income Current tax at U.S. statutory rate $ 865,932 21.00 % State taxes, net of federal benefit 211,707 5.14 % Effect of prior year underaccrual 73,118 1.77 % Change in Valuation Allowance 241,613 5.86 % Total Income Tax Provision $ 1,392,370 33.77 % 2018 Amount Percent of Pretax Income Current tax at U.S. statutory rate $ 543,623 21.00 % State taxes, net of federal benefit 132,023 5.10 % Total Income Tax Provision $ 675,646 26.10 % The components of deferred tax liabilities as of December 31, 2019 and 2018 are as follows: December December 31, 2019 31, 2018 Deferred tax asset (liability): Unrealized gains on marketable securities $ (101,521) $ (155,578) Start-up costs 241,613 52,801 Less: Valuation Allowance (241,613) — Deferred tax liability $ (101,521) $ (102,777) The Company files income tax returns in the U.S. federal jurisdiction and in New York and is subject to examination by the taxing authorities. The Company considered New York to be a significant state tax jurisdiction. Our income tax returns are open for audit for tax years 2018 and forward.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events
Subsequent Events	Note 9 – Subsequent Events Proposed Business Combination Business Combination Agreement On March 2, 2020, the Company entered into a business combination agreement (the “Business Combination Agreement”) with VCTIQ Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Nikola Corporation, a Delaware corporation (“Nikola”), pursuant to which the Company will effect a business combination with Nikola (the “Proposed Transaction”). Pursuant to the Business Combination Agreement, at the closing of the Proposed Transaction (the “Closing”), Merger Sub will be merged with and into Nikola (the “Merger”), with Nikola surviving the Merger as a wholly-owned direct subsidiary of the Company. Immediately prior to the effective time of the Merger (the “Effective Time”), Nikola will cause the shares of Nikola’s preferred stock issued and outstanding immediately prior to the Effective Time to be automatically converted into shares of Nikola common stock, and each converted share of Nikola preferred stock will no longer be outstanding and will cease to exist. At the Effective Time, by virtue of the Merger, all shares of Nikola common stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of the Company’s common stock equal to the exchange ratio of 1.901 set forth in the Business Combination Agreement (the “Exchange Ratio”). Each Nikola stock option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of the Company’s common stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Nikola common stock subject to such option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such option immediately prior to the Effective Time divided by (B) the Exchange Ratio. The Closing is subject to certain conditions, including but not limited to the approval of the Company’s stockholders and Nikola’s stockholders of the Business Combination Agreement. The Business Combination Agreement may also be terminated by either party under certain circumstances. Nikola has agreed to customary “no shop” obligations subject to a customary “fiduciary out,” and Nikola would be required to pay a termination fee in the amount of $82 million if the Business Combination Agreement is terminated under certain circumstances. The Closing will occur as promptly as practicable, but in no event later than three business days following the satisfaction or waiver of all of the closing conditions contained in the Business Combination Agreement. If, by May 1, 2020, the Company and Nikola determine that the Closing is unlikely to be consummated on or before May 18, 2020, then the Company will take all actions necessary to obtain the approval of its stockholders to extend its deadline to consummate its initial Business Combination to a date after such date but prior to August 31, 2020 in accordance with the Company’s amended and restated certificate of incorporation. Stockholder Support Agreement Also on March 2, 2020, certain stockholders of Nikola holding the votes necessary to approve the Proposed Transaction entered into a Stockholder Support Agreement with the Company (the “Stockholder Support Agreement”), pursuant to which such stockholders agreed to vote all of their shares of Nikola capital stock in favor of the approval and adoption of the Proposed Transaction. Additionally, such stockholders agreed not to (i) transfer any of their shares of Nikola capital stock (or enter into any arrangement with respect thereto) or (ii) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. Registration Rights and Lock-Up Agreement Pursuant to the Business Combination Agreement and as a condition to the Closing, the Company, certain persons and entities holding the Founder Shares and Private Placement Units (the “Original Holders”) and certain stockholders of Nikola (the “New Holders” and, collectively with the Original Holders, the “Holders”) will enter into a Registration Rights and Lock-Up Agreement at the Closing (the “Registration Rights and Lock-Up Agreement”). Pursuant to the terms of the Registration Rights and Lock-Up Agreement, the Company will be obligated to file a registration statement to register the resale of certain securities of the Company held by the Holders. In addition, pursuant to the terms of the Registration Rights and Lock-Up Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the Company’s securities held by such Holders. The Registration Rights and Lock-Up Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration Rights and Lock-Up Agreement further provides for the securities of the Company held by the Holders to be locked-up for a period of time following the Closing, as described below, subject to certain exceptions. The securities held by the Original Holders will be locked-up for one year following the Closing, subject to earlier release if (i) the reported last sale price of the Company’s 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 Closing or (ii) if the Company consummates a liquidation, merger, stock exchange or other similar transaction after the Closing which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The securities held by the New Holders, other than certain entities controlled by Trevor Milton, the current Chief Executive Officer of Nikola, will be locked-up for 180 days after the Closing. The securities held by certain entities controlled by Trevor Milton will be locked up for one year following the Closing, except that they would be permitted to sell or otherwise transfer an aggregate of $70.0 million shares of the Company’s common stock commencing 180 days after the Closing. Subscription Agreements In connection with the execution of the Business Combination Agreement, effective as of March 2, 2020, the Company entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 52,500,000 shares of the Company’s common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $525 million, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Proposed Transaction. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. Pursuant to the Subscription Agreements, the Company granted certain registration rights to the Subscribers, including the Company’s agreement that, within 45 calendar days after the Closing (the “Filing Deadline”), the Company will file with the SEC a registration statement registering the resale of the PIPE Shares (the “Resale Registration Statement”), and will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof. Under certain circumstances described in the Subscription Agreements, including if the Resale Registration Statement has not been filed with the SEC by the Filing Deadline, additional payments by the Company may be assessed with respect to the PIPE Shares The additional payments by the Company would accrue on the applicable registrable securities at a rate of 0.5% of the aggregate purchase price paid for such registrable securities per month, subject to certain terms and limitations (including a cap of 5.0% of the aggregate purchase price).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in 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.
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 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.
Net Income Per Common Share	Net Income Per Common Share Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At December 31, 2019 and 2018, the Company had outstanding warrants to purchase 23,890,000 shares of common stock, respectively. These shares were excluded from the calculation of diluted net income per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts and a trust account held at financial institutions, 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 accounts.
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 balance sheet due to their short-term nature.
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.
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.
Cash held in Trust Account	Cash held in Trust Account At December 31, 2019 and 2018, the assets held in the Trust Account were held in 90-day U.S. Treasury bills.
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering costs	Offering costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the initial public offering.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company has recorded deferred tax liabilities relating to expenses deferred for income tax purposes as of December 31, 2019 and 2018 amounting to $101,521 and $102,777, respectively. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 ("Tax Reform") was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced from 35% to 21%, among other changes.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Investment Valuation (Tables)

Investment Valuation (Tables)	12 Months Ended
	Dec. 31, 2019
Investment Valuation
Schedule of assets measured at fair value on recurring basis	Carrying value Quoted Price Prices at December Gross Unrealized in Active Markets 31, 2019 Holding Gain (Level 1) Assets: Cash held in Trust account $ 10,316 $ — $ 10,316 U.S. government treasury bills 238,372,960 5,702 238,378,662 Total $ 238,383,276 $ 5,702 $ 238,388,978 Carrying value Quoted Price Prices at December Gross Unrealized in Active Markets 31, 2018 Holding Loss (Level 1) Assets: Cash held in Trust account $ 47,979 $ — $ 47,979 U.S. government treasury bills 235,243,004 (31,784) 235,211,220 Total $ 235,290,983 $ (31,784) $ 235,259,199

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Taxes
Schedule of components of income tax provision	December December 31, 2019 31, 2018 Federal: Current $ 991,989 $ 460,929 Deferred (1,256) 82,694 State and Local: Current 401,637 111,940 Deferred - 20,083 Income tax provision $ 1,392,370 $ 675,646
Schedule of reconciliations of the differences between the provision for income taxes and income taxes at the statutory U.S. federal income tax rate	2019 Amount Percent of Pretax Income Current tax at U.S. statutory rate $ 865,932 21.00 % State taxes, net of federal benefit 211,707 5.14 % Effect of prior year underaccrual 73,118 1.77 % Change in Valuation Allowance 241,613 5.86 % Total Income Tax Provision $ 1,392,370 33.77 % 2018 Amount Percent of Pretax Income Current tax at U.S. statutory rate $ 543,623 21.00 % State taxes, net of federal benefit 132,023 5.10 % Total Income Tax Provision $ 675,646 26.10 %
Schedule of deferred income taxes	December December 31, 2019 31, 2018 Deferred tax asset (liability): Unrealized gains on marketable securities $ (101,521) $ (155,578) Start-up costs 241,613 52,801 Less: Valuation Allowance (241,613) — Deferred tax liability $ (101,521) $ (102,777)

Description of Organization a_2

Description of Organization and Business Operations (Details)	May 29, 2018USD ($)$ / shares	May 29, 2018USD ($)$ / sharesshares	May 18, 2018USD ($)$ / sharesshares	Dec. 31, 2019USD ($)item$ / sharesshares	Dec. 31, 2018$ / shares
Description of Organization and Business Operations
Assets placed in trust account	$ 30,300,000	$ 30,300,000		$ 232,300,000
Assets placed in trust account (in dollars per unit) | $ / shares	$ 10.10	$ 10.10		$ 10.10
Transaction costs	$ 5,244,622
Underwriting fees	4,600,000
Initial public offering costs	$ 644,622
Minimum number of target businesses for Initial Business Combination | item				1
Initial Business Combination, fair value minimum percent of assets held in trust				80.00%
Percentage of minimum ownership required to complete business combination				50.00%
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Minimum net tangible assets to complete business combination				$ 5,000,001
Redemption obligation of shares upon non completion of business combination (as a percent)				100.00%
Uncompleted business combination, wind-up period				10 days
Maximum reduction in interest to pay dissolution expenses				$ 100,000
Redemption price (in dollar per share) | $ / shares				$ 10.10
IPO
Description of Organization and Business Operations
Units issued | shares			20,000,000	23,000,000
Unit price (in dollars per unit) | $ / shares			$ 10	$ 10
Assets placed in trust account			$ 202,000,000
Assets placed in trust account (in dollars per unit) | $ / shares			$ 10.10	$ 10.10
Maximum maturity period of Trust Account invested in U.S. government securities (in days)			180 days
Restriction on redemption of common stock sold (as a percent)				15.00%
Over-allotment option
Description of Organization and Business Operations
Units issued | shares		3,000,000		3,000,000
Unit price (in dollars per unit) | $ / shares	$ 10	$ 10
Gross proceeds from additional units		$ 30,000,000
Over-allotment option | Founder and Anchor Investor
Description of Organization and Business Operations
Units issued | shares				90,000
Private Placement Units | Founder and Anchor Investor
Description of Organization and Business Operations
Units issued | shares		90,000	800,000
Unit price (in dollars per unit) | $ / shares			$ 10	$ 10
Gross proceeds from additional units		$ 900,000
Sale of additional private unit of stock price (in dollars per unit) | $ / shares	$ 10	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Net Income Per Common Share (Details) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019
Warrants
Net Income (Loss) Per Common Share
Shares of common stock excluded from calculation of diluted loss per share	23,890,000	23,890,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)	Dec. 31, 2019USD ($)
Concentration of Credit Risk
Federal Depository Insurance Coverage amount	$ 250,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2017
Income Taxes
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits interest and penalties accrued	0	0
Deferred tax liabilities relating to expenses deferred for income tax purposes	$ 102,777	$ 101,521
U.S. corporate income tax rate	21.00%	21.00%	35.00%

Initial Public Offering (Detail

Initial Public Offering (Details)	May 29, 2018$ / sharesshares	May 18, 2018$ / sharesshares	Dec. 31, 2019Ditem$ / sharesshares	Dec. 31, 2018shares	Mar. 31, 2018shares	Jan. 31, 2018shares
Public warrant
Initial Public Offering
The number of warrants that are exercisable for cash | item			0
IPO
Initial Public Offering
Units issued		20,000,000	23,000,000
Unit price (in dollars per unit) | $ / shares		$ 10	$ 10
Number of warrants outstanding			23,890,000	23,890,000	23,890,000	23,890,000
IPO | Common stock
Initial Public Offering
Number of shares of common stock included in each unit			1
IPO | Public warrant
Initial Public Offering
Number of redeemable warrants included in each unit			1
Number of shares issuable for each warrant			1
Warrant price (in dollars per share) | $ / shares			$ 11.50
Period after the closing of the initial public offering that the warrants are exercisable			12 months
Number of days after the completion of the initial Business Combination that the warrants are exercisable			30 days
The period allowed after the closing of the initial Business Combination for a cashless exercise of warrants without an effective registration statement			90 days
Redemption price per warrant | $ / shares			$ 0.01
Minimum period of notice of redemption			30 days
Closing price of the ordinary shares | $ / shares			$ 18
Trading days for warrant redemption | D			20
Trading consecutive days for warrant redemption | D			30
IPO | Private warrant
Initial Public Offering
Period after the closing of the initial public offering that the warrants are exercisable			5 years
Number of days of restriction for transferring, assigning or sale of warrants			30 days
Over-allotment option
Initial Public Offering
Units issued	3,000,000		3,000,000
Unit price (in dollars per unit) | $ / shares	$ 10

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)	Feb. 15, 2018	May 31, 2018	Apr. 30, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2019
Related Party Transactions
Proceeds from issuance of common stock					$ 233,680,378
Sponsor
Related Party Transactions
Proceeds from issuance of common stock		$ 1,108
Aggregate purchase price (per share)		$ 0.004
Stock purchased from founder shares		254,829
Number of founder shares transferred				15,000
Number of stocks forfeited			435,606
Cowen Investments, LLC
Related Party Transactions
Number of stocks forfeited		287,500
Anchor investor
Related Party Transactions
Proceeds from issuance of common stock		$ 142	$ 1,894
Aggregate purchase price (per share)		$ 0.004	$ 0.004
Stock purchased from founder shares		32,671	435,606
Initial stockholder sale on February 15, 2018
Related Party Transactions
Restriction period for Transfer, assign or selling of founder shares						1 year
Minimum share price of any 20 days within any 30 days						$ 12
Number of specific trading days that share price must exceed threshold price within 30 days						20 days
Number of consecutive trading days with in which common stock price to exceed threshold price for any 20 days						30 days
Minimum for Commencing Transfer, assign or selling of shares						150 days
Initial stockholder sale on February 15, 2018 | Founder
Related Party Transactions
Number of shares issued (in shares)	5,750,000
Share price (in dollars per share)	$ 0.0001
Proceeds from issuance of common stock	$ 25,000
Aggregate purchase price (per share)	$ 0.004
Initial stockholder sale on February 15, 2018 | Sponsor
Related Party Transactions
Stock purchased from founder shares	4,301,000
Initial stockholder sale on February 15, 2018 | Cowen Investments, LLC
Related Party Transactions
Stock purchased from founder shares	1,449,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement Units (Details) - USD ($)	May 29, 2018	May 18, 2018	Dec. 31, 2018	Dec. 31, 2019	May 31, 2018
Sponsor
Related Party Transactions
Aggregate purchase price (per share)					$ 0.004
P. Schoenfeld Asset Management LP | Contingent forward purchase agreement
Related Party Transactions
Number of forward Purchase share				2,500,000
Number of warrants purchased for each forward purchase shares				1
Maximum proceeds received on forward purchase shares				$ 25,000,000
Private Placement Units
Related Party Transactions
Restriction period for Transfer, assign or selling of founder shares				1 year
Minimum share price of any 20 days within any 30 days				$ 12
Number of specific trading days that share price must exceed threshold price within 30 days				20 days
Number of consecutive trading days with in which common stock price to exceed threshold price for any 20 days				30 days
Minimum for Commencing Transfer, assign or selling of shares				150 days
Private Placement Units | Common stock
Related Party Transactions
Number of shares of common stock included in each unit				1
Private Placement Units | Private warrant
Related Party Transactions
Number of redeemable warrants included in each unit				1
Private Placement Units | Private warrant | Common stock
Related Party Transactions
Number of shares of common stock included in each unit				1
Aggregate purchase price (per share)				$ 11.50
Private Placement Units | Founder and Anchor Investor
Related Party Transactions
Units issued	90,000	800,000
Unit price (in dollars per unit)		$ 10		$ 10
Issuance of stock				$ 8,900,000
Over-allotment option
Related Party Transactions
Units issued	3,000,000			3,000,000
Unit price (in dollars per unit)	$ 10
Issuance of stock			$ 29,400,000
Over-allotment option | Founder and Anchor Investor
Related Party Transactions
Units issued				90,000
Private placement and over-allotment option | Founder and Anchor Investor
Related Party Transactions
Units issued				890,000

Related Party Transactions - Re

Related Party Transactions - Related Party Loans received and Administrative Support Agreement (Details) - USD ($)	Jan. 31, 2018	Mar. 31, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2019
Related Party Loans
Related Party Transactions
Amount of borrowing outstanding	$ 0		$ 0	$ 0	$ 0
Maximum working capital convertible					$ 1,500,000
Working capital convertible price					$ 10
Working capital loan					$ 0
Administrative Support Agreement
Related Party Transactions
Accrued office space and general administrative services				$ 75,000	195,000
Out-pocket expense ceiling limit					0
Sponsor | Related Party Loans
Related Party Transactions
Maximum borrowings from related party		$ 100,000
Sponsor | Administrative Support Agreement
Related Party Transactions
Office space and general administrative services expenses per month					$ 10,000
Cowen Investments, LLC | Related Party Loans
Related Party Transactions
Maximum borrowings from related party		$ 100,000

Commitments & Contingencies (De

Commitments & Contingencies (Details)	12 Months Ended
	Dec. 31, 2019item
Commitments & Contingencies
Maximum number of demands	3
Term of demand registration rights (in years)	5 years
Term of piggyback registration rights (in years)	7 years
Cash fees (as a percent)	3.50%

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Dec. 31, 2019Vote$ / sharesshares	Dec. 31, 2018$ / sharesshares	Mar. 31, 2018shares	Jan. 31, 2018shares
Common Stock
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par vale | $ / shares	$ 0.0001	$ 0.0001
Common stock, vote per share | Vote	1
Common stock, shares issued	29,640,000	29,640,000	29,640,000	29,640,000
Common stock, shares outstanding	22,552,141
Shares subject to redemption	22,552,141	22,831,030	22,831,030	22,831,030
Preferred Stock
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0	0
Preferred stock, shares outstanding	0	0	0	0

Investment Valuation - Trust Ac

Investment Valuation - Trust Account (Details) - USD ($)	Dec. 31, 2019	May 29, 2018	May 18, 2018
Assets measured at fair value
Assets placed in trust account	$ 232,300,000	$ 30,300,000
Interest yield on investments (as a percent)	2.00%
IPO
Assets measured at fair value
Assets placed in trust account			$ 202,000,000

Investment Valuation - Fair Val

Investment Valuation - Fair Value (Details) - USD ($)	Jan. 31, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2019
Assets measured at fair value
Transfers of assets between fair value hierarchy levels 1, 2 or 3	$ 0	$ 0	$ 0	$ 0
Recurring
Assets measured at fair value
Cash held in Trust account			47,979	10,316
Gross Unrealized Holding Loss			(31,784)
Gross Unrealized Holding Gain				5,702
Total Assets, Fair Value			235,290,983	238,383,276
Recurring | U.S. government treasury bills
Assets measured at fair value
U.S. government treasury bills, Carrying Value			235,243,004	238,372,960
Gross Unrealized Holding Loss			(31,784)
Gross Unrealized Holding Gain				5,702
Recurring | Level 1
Assets measured at fair value
Cash held in Trust account			47,979	10,316
Total Assets, Fair Value			235,259,199	238,388,978
Recurring | Level 1 | U.S. government treasury bills
Assets measured at fair value
U.S. government treasury bills, Fair Value			$ 235,211,220	$ 238,378,662

Income Taxes - Components of in

Income Taxes - Components of income tax provision (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019
Income Taxes
Total net income before income tax expense	$ 2,588,681	$ 4,122,829
Components of income tax provision
Federal, current income tax provision	460,929	991,989
Federal, deferred income tax provision	82,694	(1,256)
State and Local, current income tax provision	111,940	401,637
State and Local, deferred income tax provision	20,083
Income tax provision	$ 675,646	$ 1,392,370

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of effective income tax rate (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2017
Effective income tax rate reconciliation, Amount
Current tax at U.S. statutory rate	$ 543,623	$ 865,932
State taxes, net of federal benefit	132,023	211,707
Effect of prior year underaccrual		73,118
Change in Valuation Allowance		241,613
Income tax provision	$ 675,646	$ 1,392,370
Effective income tax rate reconciliation, Percent
Current tax at U.S. statutory rate (as a percent)	21.00%	21.00%	35.00%
State taxes, net of federal benefit (as a percent)	5.10%	5.14%
Effect of prior year underaccrual (as a percent)		1.77%
Change in Valuation Allowance (as a percent)		5.86%
Total Income Tax Provision (as a percent)	26.10%	33.77%

Income Taxes - Deferred income

Income Taxes - Deferred income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Deferred tax asset (liability):
Unrealized gains on marketable securities	$ (101,521)	$ (155,578)
Start-up costs	241,613	52,801
Less: Valuation Allowance	(241,613)
Deferred tax liability	$ (101,521)	$ (102,777)

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event - Proposed Nikola Corporation Acquisition $ / shares in Units, $ in Millions	Mar. 02, 2020USD ($)$ / sharesshares
Subsequent Events
Conversion Ratio	1.901
Termination fee	$ 82
Locked-up period of securities held by original holders	1 year
Subscription Agreements
Subsequent Events
Aggregate purchase price	$ 525
Number of shares issued (in shares) | shares	52,500,000
Purchase price | $ / shares	$ 10
Percentage of additional payment on aggregate price	0.50%
Percentage of cap on aggregate purchase price	5.00%
Trevor Milton
Subsequent Events
Aggregate purchase price	$ 70
Chief Executive Officer
Subsequent Events
Locked-up period of securities held by original holders	180 days
Minimum
Subsequent Events
Sale price | $ / shares	$ 12
Sale price commencing at least 150 days after the Closing	20 days
Maximum
Subsequent Events
Sale price commencing at least 150 days after the Closing	30 days
Maximum | Trevor Milton
Subsequent Events
Locked-up period of securities held by original holders	1 year