Advent Technologies (ADN) 10-Q 11 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Entity Information [Line Items]
Entity Registrant Name	AMCI Acquisition Corp.
Entity Central Index Key	0001744494
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Address, State or Province	PA
Common Class A [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		22,052,077
Common Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		5,513,019

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets
Cash	$ 377,064	$ 520,422
Prepaid expenses and other current assets	82,473	57,109
Total Currents Assets	459,537	577,531
Cash and cash equivalents held in Trust Account	225,920,285	225,433,349
Total Assets	226,379,822	226,010,880
Current Liabilities
Accounts payable	40,157	25,496
Accrued expenses	9,270	25,000
Franchise tax payable	50,050	200,050
Income tax payable	1,188,436	1,033,660
Total Current Liabilities	1,287,913	1,284,206
Deferred underwriting fees	7,718,227	7,718,227
Total Liabilities	9,006,140	9,002,433
Commitments
Common stock subject to possible redemption, 20,841,382 and 20,846,454 shares at redemption value at March 31, 2020 and December 31, 2019, respectively	212,373,680	212,008,440
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding	0	0
Additional paid-in capital	1,453,568	1,818,808
Retained earnings	3,545,762	3,180,527
Total Stockholders' Equity	5,000,002	5,000,007
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	226,379,822	226,010,880
Class A Common Stock [Member]
Stockholders' Equity
Common stock	121	121
Class B Common Stock [Member]
Stockholders' Equity
Common stock	$ 551	$ 551

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock subject to possible redemption (in shares)	20,841,382	20,846,454	20,864,892
Stockholders' Equity
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock subject to possible redemption (in shares)	20,841,382	20,846,454
Stockholders' Equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	1,210,695	1,205,623
Common stock, shares outstanding (in shares)	1,210,695	1,205,623
Class B Common Stock [Member]
Stockholders' Equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	5,513,019	5,513,019
Common stock, shares outstanding (in shares)	5,513,019	5,513,019

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Operating expenses
Operating costs		$ 116,925	$ 133,847
Franchise tax expense		58,794	107,290
Loss from operations		(175,719)	(241,137)
Other Income - dividends and interest		695,730	1,260,391
Income before provision for income tax		520,011	1,019,254
Provision for income tax		(154,776)	(229,000)
Net income		$ 365,235	$ 790,254
Weighted average number of common shares outstanding, basic and diluted (in shares)	[1]	6,718,698	6,695,829
Basic and diluted net loss per share (in dollars per share)	[2]	$ (0.01)	$ (0.01)
[1]	Excludes an aggregate of 20,841,382 and 20,864,892 shares subject to possible redemption as of March 31, 2020 and 2019, respectively.
[2]	Excludes income of $455,689 and $874,163 attributable to common stock subject to possible redemption for the Three Months Ended March 31, 2020 and 2019, respectively (see Note 2).

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Options Forfeiture [Abstract]
Common stock subject to possible redemption (in shares)	20,841,382	20,864,892	20,846,454
Income from common stock subject to possible redemption	$ 455,689	$ 874,163

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2018	$ 118	$ 551	$ 4,691,701	$ 307,638	$ 5,000,008
Balance (in shares) at Dec. 31, 2018	1,182,761	5,513,019
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in common stock subject to possible redemption	$ 1	$ 0	(790,261)	0	(790,260)
Change in common stock subject to possible redemption (in shares)	4,424	0
Net income	$ 0	$ 0	0	790,254	790,254
Balance at Mar. 31, 2019	$ 119	$ 551	3,901,440	1,097,892	5,000,002
Balance (in shares) at Mar. 31, 2019	1,187,185	5,513,019
Balance at Dec. 31, 2019	$ 121	$ 551	1,818,808	3,180,527	5,000,007
Balance (in shares) at Dec. 31, 2019	1,205,623	5,513,019
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in common stock subject to possible redemption	$ 0	$ 0	(365,240)	0	(365,240)
Change in common stock subject to possible redemption (in shares)	5,072	0
Net income	$ 0	$ 0	0	365,235	365,235
Balance at Mar. 31, 2020	$ 121	$ 551	$ 1,453,568	$ 3,545,762	$ 5,000,002
Balance (in shares) at Mar. 31, 2020	1,210,695	5,513,019

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows from Operating Activities:
Net income	$ 365,235	$ 790,254
Adjustments to reconcile net income to net cash used in operating activities:
Dividends and interest on Trust Account	(695,730)	(1,260,391)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(25,364)	(10,071)
Accounts payable	14,661	(6,982)
Accrued expenses	(15,730)	0
Franchise tax payable	(150,000)	107,489
Income tax payable	154,776	229,000
Net cash used in operating activities	(352,152)	(150,701)
Cash Flows from Investing Activities:
Trust Account withdrawals for the payment of franchise taxes	208,794	0
Net cash provided by investing activities	208,794	0
Net Change in Cash	(143,358)	(150,701)
Cash - Beginning	520,422	886,279
Cash - Ending	377,064	735,578
Non-Cash investing and financing activities:
Change in value of common stock subject to possible redemption	$ 365,240	$ 790,260

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2020
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations AMCI Acquisition Corp. (the “Company”) was incorporated in Delaware on June 18, 2018. 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”). The Company’s sponsor is AMCI Sponsor LLC, a Delaware limited liability company (the “Sponsor”). 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 companies in the global natural resource infrastructure, value chain and logistics-related sectors. These sectors include equipment, services and technology that is used in, or related to, the resource value chain, and we refer to Natural Resources and Mining Equipment, Technology and Services (“Natural Resources and METS”) sectors. As of March 31, 2020, the Company had not commenced any operations. All activity through March 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and its search for a suitable Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on November 15, 2018. On November 20, 2018, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating total gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor, generating total gross proceeds of $5,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 20, 2018, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be 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 November 27, 2018, the Company closed on the sale of 2,052,077 additional units at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $20,520,770, which were placed in the Trust Account and incurring additional offering costs of $410,416 in underwriting fees, which were paid via purchase by the Sponsor of an additional 410,416 Private Placement Warrants at a price of $1.00 per warrant. As a result of the partial exercise of the over-allotment option by the Underwriters and the expiration of the remaining portion of the over-allotment option, the Sponsor forfeited 236,981 Founder Shares (as defined below in Note 5). Transaction costs amounted to $12,628,266, consisting of $4,410,416 of underwriting fees, $7,718,227 of deferred underwriting fees and $499,623 of other costs. In addition, $377,064 of cash remained outside of the Trust Account and was available for working capital purposes as of March 31, 2020. 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 remaining net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares 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 unless otherwise required by law or regulation. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 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 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 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. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares, and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. 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 of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company has entered a contingent forward purchase agreement with the Sponsor. This contingent forward purchase agreement allows the Sponsor to purchase up to 5,000,000 units (the “Forward Purchase Units”) for $10.00 each, in a private placement to occur concurrently with the closing of an initial Business Combination, for an aggregate purchase price of up to $50,000,000. The Forward Purchase Units and their component securities would be identical to the units being sold in this offering, except that the Forward Purchase Units and their component securities would be subject to transfer restrictions and certain registration rights, as described therein. The proceeds from the sale of Forward Purchase Units may be used as part of the consideration to the sellers in the initial Business Combination. The Company’s initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) 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 or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until May 20, 2020 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On May 15, 2020, the Company will hold a special meeting of stockholders to seek stockholder approval to extend the Combination Period until October 20, 2020. The Company intends to hold a meeting of stockholders in order to provide stockholders with the ability to vote to extend the deadline to complete a Business Combination from May 20, 2020 to October 20, 2020. There is no assurance that the Company’s stockholders will vote to approve the extension of time with which the Company has to complete a Business Combination. If the Company does not obtain stockholder approval, the Company would wind up its affairs and liquidate. 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 acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fee (see Note 6) 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 assets remaining available for distribution will be less than $10.00 per share. 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 third party 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 to below (i) $10.00 per share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. 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, 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. Marcum LLP, our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account. Marcum LLP, our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the trust account. Going Concern As indicated in the accompanying financial statements, at March 31, 2020, the Company had $377,064 in cash, working capital of $410,110, and $5,399,515 of interest available to pay its tax obligations. The Company’s liquidity needs have been satisfied to date through the contribution of $25,000 from the sale of the Founder Shares, the loan from the Sponsor in an aggregate amount of $218,610 pursuant to a promissory note, and the net proceeds from the sale of the Units and the Private Placement Warrants held outside the Trust Account. The Company may need to raise additional capital through loans or additional investments from the Sponsor, an affiliate of the Sponsor or the Company’s officer and directors. The Sponsor, an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Accordingly, the Company may not be able to obtain additional financing. 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 Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s cash and working capital are not sufficient to meet its planned activities, which raises substantial doubt about the Company’s ability to continue as a going concern through the Combination Period. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. Operating results for the three months ended March 31, 2020 is not necessarily indicative of the results that may be expected for the year ended December 31, 2020. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 27, 2020. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of balance sheet in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents held in Trust Account At March 31, 2020, the assets held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents totaling $225,920,285 and $225,433,349 held in Trust Account as of March 31, 2020 and December 31, 2019, respectively. During the three months ended March 31, 2020, the Company withdrew $208,794 from interest accrued on the Trust Account for the payment of franchise taxes. On April 22, 2020, the Company withdrew an additional $1,329,648 from interest accrued on the Trust Account for the payment of franchise taxes and income taxes. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption 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 at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. An aggregate of 20,841,382 and 20,864,892 shares of common stock subject to possible redemption at March 31, 2020 and March 31, 2019, respectively, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 27,962,493 shares of common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of net loss per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended March 31, 2020 2019 Net income $ 365,235 $ 790,254 Less: Income attributable to common stock subject to possible redemption (455,689 ) (874,163 ) Adjusted net loss $ (90,454 ) $ (83,909 ) Weighted average shares outstanding, basic and diluted 6,718,698 6,695,829 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. 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 accrued for interest and penalties as of March 31, 2020 and December 31, 2019. 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. In March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements 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 condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 22,052,077 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable warrant (“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 7).

Private Placement Warrants

Private Placement Warrants	3 Months Ended
	Mar. 31, 2020
Private Placement Warrants [Abstract]
Private Placement Warrants	Note 4 - Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant for an aggregate purchase price of $5,500,000. Simultaneously with the exercise of the over-allotment, the Sponsor purchased an aggregate of 410,416 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $410,416. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the sale of the Units in the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The warrants will expire five years after the completion of the Company’s Business Combination or earlier upon liquidation. The Sponsor, 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.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On June 25, 2018, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. In October 2018, the Sponsor transferred 35,000 founder shares to each of Messrs. Uren, Clark and Grant, the Company’s independent director nominees, and 100,000 each to Messrs. Hunter, Beem and Patel, the Company’s officers. As a result of the partial exercise of the over-allotment option by the Underwriters and the expiration of the remaining portion of the over-allotment option, the Sponsor forfeited 236,981 Founder Shares. The Sponsor has agreed, subject to certain 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 a Business Combination or (B) subsequent to a 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 a 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. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor whereby, commencing on November 16, 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the affiliate $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2020 and 2019, the Company recorded $30,000 in fees in connection with such services in general and administrative expenses in the accompanying statements of operations. There were no fees payable and outstanding as of March 31, 2020 and 2019. Related Party Loans On June 25, 2018, the Sponsor 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 (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2018 or the completion of the Initial Public Offering. $218,610 was outstanding under the Promissory Note as of November 20, 2018. The Company repaid the outstanding balance of the Promissory Note in the amount of $218,610 to the Sponsor on November 23, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

Commitments

Commitments	3 Months Ended
	Mar. 31, 2020
Commitments [Abstract]
Commitments	Note 6 – Commitments Registration Rights Pursuant to a registration rights agreement entered into on November 15, 2018, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), Forward Purchase Units (and any shares of Class A Common Stock issuable upon the exercise of the Forward Purchase Units and the Shares of Class A Common Stock underlying the warrants underlying the Forward Purchase Units) and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Other Agreements In May 2018, the Company entered into an agreement with a legal firm to assist the Company with a potential business combination and related securities and corporate work. The Company has agreed to pay a portion of the invoices and the payment of the remaining amount will be deferred until the consummation of the Business Combination. In November 2018, the Company entered into an agreement with a transfer agent and trust company. The Company has paid a portion of the initial fees and the payment of the remaining amount will be deferred until the consummation of the Business Combination. As of March 31, 2020, the aggregate amount deferred for such legal firm and transfer agent and trust company was $33,984. The deferred amount is an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of March 31, 2020.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Stockholders' Equity [Abstract]
Stockholders' Equity	Note 7 - Stockholders’ Equity Preferred Stock 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 a 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 a 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 a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). 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 as provided above, at any time. Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: – in whole and not in part; – at a price of $0.01 per warrant; – upon not less than 30 days’ prior written notice of redemption; and – if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. – if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their 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.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2020
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 - Fair Value Measurements The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 The following table presents information about the Company’s assets that are measured on a recurring basis at March 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 225,920,285 December 31, 2019 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 225,433,349

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9 - 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 issued. Other than described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On May 7, 2020, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with an established mining company for an initial Business Combination. Under the terms of the Letter of Intent, the Company would acquire an attractive portfolio of copper production interests. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. Operating results for the three months ended March 31, 2020 is not necessarily indicative of the results that may be expected for the year ended December 31, 2020. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 27, 2020.
Use of Estimates	Use of Estimates The preparation of balance sheet in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents Held in Trust Account	Cash and cash equivalents held in Trust Account At March 31, 2020, the assets held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents totaling $225,920,285 and $225,433,349 held in Trust Account as of March 31, 2020 and December 31, 2019, respectively. During the three months ended March 31, 2020, the Company withdrew $208,794 from interest accrued on the Trust Account for the payment of franchise taxes. On April 22, 2020, the Company withdrew an additional $1,329,648 from interest accrued on the Trust Account for the payment of franchise taxes and income taxes.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption 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 at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.
Net Loss Per Common Share	Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. An aggregate of 20,841,382 and 20,864,892 shares of common stock subject to possible redemption at March 31, 2020 and March 31, 2019, respectively, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 27,962,493 shares of common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of net loss per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended March 31, 2020 2019 Net income $ 365,235 $ 790,254 Less: Income attributable to common stock subject to possible redemption (455,689 ) (874,163 ) Adjusted net loss $ (90,454 ) $ (83,909 ) Weighted average shares outstanding, basic and diluted 6,718,698 6,695,829 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. 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 accrued for interest and penalties as of March 31, 2020 and December 31, 2019. 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. In March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations.
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Summary of Significant Accounting Policies [Abstract]
Basic and Diluted Loss Per Common Share	The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended March 31, 2020 2019 Net income $ 365,235 $ 790,254 Less: Income attributable to common stock subject to possible redemption (455,689 ) (874,163 ) Adjusted net loss $ (90,454 ) $ (83,909 ) Weighted average shares outstanding, basic and diluted 6,718,698 6,695,829 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2020
Fair Value Measurements [Abstract]
Assets Measured on Recurring Basis	The following table presents information about the Company’s assets that are measured on a recurring basis at March 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 225,920,285 December 31, 2019 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 225,433,349

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Nov. 27, 2018	Nov. 20, 2018	Mar. 31, 2020	Dec. 31, 2019
Business Operations [Abstract]
Amount deposited into Trust Account			$ 225,920,285	$ 225,433,349
Offering costs			12,628,266
Underwriting fees			4,410,416
Deferred underwriting fees			7,718,227	7,718,227
Other costs			499,623
Cash remained outside of trust account			377,064	$ 520,422
Maximum [Member]
Business Operations [Abstract]
Interest to pay dissolution expenses			$ 100,000
Private Placement Warrant [Member]
Business Operations [Abstract]
Unit price (in dollars per share)	$ 1	$ 1
Warrants issued (in shares)	410,416	5,500,000
Gross proceeds from issuance of warrants	$ 410,416	$ 5,500,000
Initial Public Offering [Member]
Business Operations [Abstract]
Units issued (in shares)	22,052,077	20,000,000
Unit price (in dollars per share)	$ 10	$ 10
Gross proceeds from initial public offering		$ 200,000,000
Amount deposited into Trust Account		$ 200,000,000
Over-Allotment Option [Member]
Business Operations [Abstract]
Units issued (in shares)	2,052,077
Unit price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 20,520,770
Amount deposited into Trust Account	$ 20,520,770
Founder shares forfeited (in shares)	236,981
Offering costs	$ 410,416
Forward Purchase Units [Member]
Business Operations [Abstract]
Unit price (in dollars per share)			$ 10
Contingent number of units authorized (in shares)			5,000,000
Aggregate value of units available for sale			$ 50,000,000

Description of Organization a_3

Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($)	Jun. 25, 2018	Mar. 31, 2020	Dec. 31, 2019	Nov. 20, 2018
Liquidity and Capital Resources [Abstract]
Cash		$ 377,064	$ 520,422
Working capital		410,110
Interest available to pay tax obligations		$ 5,399,515
Contribution from sale of founder shares	$ 25,000
Loan from sponsor				$ 218,610

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)		Apr. 22, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Cash and cash equivalents [Abstract]
Cash and cash equivalents			$ 225,920,285		$ 225,433,349
Trust Account withdrawals for the payment of franchise taxes			$ 208,794	$ 0
Net loss per common share [Abstract]
Common stock, subject to possible redemption (in shares)			20,841,382	20,864,892	20,846,454
Shares excluded from the computation of net loss per common share (in shares)			27,962,493
Reconciliation of net loss per common share [Abstract]
Net income			$ 365,235	$ 790,254
Less: Income attributable to common stock subject to possible redemption			(455,689)	(874,163)
Adjusted net loss			$ (90,454)	$ (83,909)
Weighted average shares outstanding, basic and diluted (in shares)	[1]		6,718,698	6,695,829
Basic and diluted net loss per share (in dollars per share)	[2]		$ (0.01)	$ (0.01)
Income Taxes [Abstract]
Unrecognized tax benefits			$ 0		$ 0
Accrued interest and penalties			$ 0		$ 0
Subsequent Event [Member]
Cash and cash equivalents [Abstract]
Trust Account withdrawals for the payment of franchise taxes		$ 1,329,648
[1]	Excludes an aggregate of 20,841,382 and 20,864,892 shares subject to possible redemption as of March 31, 2020 and 2019, respectively.
[2]	Excludes income of $455,689 and $874,163 attributable to common stock subject to possible redemption for the Three Months Ended March 31, 2020 and 2019, respectively (see Note 2).

Initial Public Offering (Detail

Initial Public Offering (Details) - Initial Public Offering [Member] - $ / shares	Nov. 27, 2018	Nov. 20, 2018	Mar. 31, 2020
Public Offering [Abstract]
Sale of units (in shares)	22,052,077	20,000,000
Unit price (in dollars per share)	$ 10	$ 10
Class A Common Stock [Member]
Public Offering [Abstract]
Number of shares called by each unit (in shares)			1
Number of shares called by each warrant (in shares)			1
Public Warrants [Member]
Public Offering [Abstract]
Number of shares called by each unit (in shares)			1
Exercise price (in dollars per share)			$ 11.50

Private Placement Warrants (Det

Private Placement Warrants (Details) - Private Placement Warrant [Member] - USD ($)	Nov. 27, 2018	Nov. 20, 2018	Mar. 31, 2020
Private Placement Warrants [Abstract]
Warrants issued (in shares)	410,416	5,500,000
Warrant price (in dollars per share)	$ 1	$ 1
Aggregate purchase price of warrants	$ 410,416	$ 5,500,000
Exercise price (in dollars per share)			$ 11.50
Warrants expiration period			5 years
Period not to transfer, assign or sell warrants			30 days
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of shares called by each warrant (in shares)			1

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details)	Nov. 27, 2018shares	Jun. 25, 2018USD ($)shares	Oct. 31, 2018shares	Mar. 31, 2020$ / shares
Founder Shares [Abstract]
Aggregate purchase price | $		$ 25,000
Stock conversion ratio				1
Restricted period to transfer, assign or sell founder shares				1 year
Number of trading days				20 days
Number of consecutive trading days				30 days
Minimum days after business combination				150 days
Over-Allotment Option [Member]
Founder Shares [Abstract]
Founder shares forfeited (in shares)	236,981
Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Sale price (in dollars per share) | $ / shares				$ 12
Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Founder shares purchased (in shares)		5,750,000
Aggregate purchase price | $		$ 25,000
Stock conversion ratio		1
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Uren [Member]
Founder Shares [Abstract]
Number of founder shares transferred (in shares)			35,000
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Clark [Member]
Founder Shares [Abstract]
Number of founder shares transferred (in shares)			35,000
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Grant [Member]
Founder Shares [Abstract]
Number of founder shares transferred (in shares)			35,000
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Hunter [Member]
Founder Shares [Abstract]
Number of founder shares transferred (in shares)			100,000
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Beem [Member]
Founder Shares [Abstract]
Number of founder shares transferred (in shares)			100,000
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Patel [Member]
Founder Shares [Abstract]
Number of founder shares transferred (in shares)			100,000

Related Party Transactions, Adm

Related Party Transactions, Administrative Services Agreeement (Details) - Sponsor [Member] - USD ($)	Nov. 16, 2018	Mar. 31, 2020	Mar. 31, 2019
Administrative Support Agreement [Abstract]
Monthly fees for office space, utilities and secretarial and administrative support	$ 10,000
General and administrative expenses		$ 30,000	$ 30,000
Fees payable and outstanding		$ 0	$ 0

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans (Details) - USD ($)	Nov. 23, 2018	Mar. 31, 2020	Nov. 20, 2018	Jun. 25, 2018
Related Party Loans [Abstract]
Related party note amount outstanding			$ 218,610
Sponsor [Member]
Related Party Loans [Abstract]
Related party note amount outstanding			$ 218,610
Repayment of debt to related party	$ 218,610
Warrant price (in dollars per share)		$ 1
Sponsor [Member] | Maximum [Member]
Related Party Loans [Abstract]
Loan commitment amount				$ 300,000
Working capital loan		$ 1,500,000

Commitments (Details)

Commitments (Details)	Mar. 31, 2020USD ($)
Commitments [Abstract]
Deferred fee aggregate value for legal firm and transfer agent	$ 33,984

Stockholders' Equity (Details)

Stockholders' Equity (Details)	3 Months Ended
	Mar. 31, 2020Vote$ / sharesshares	Dec. 31, 2019$ / sharesshares	Mar. 31, 2019shares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, subject to possible redemption (in shares)	20,841,382	20,846,454	20,864,892
Stock conversion ratio	1
Percentage of shares owned by initial stockholders	20.00%
Number of trading days	20 days
Consecutive trading day period	30 days
Private Placement Warrant [Member]
Stockholders' Equity [Abstract]
Exercise price (in dollars per share) | $ / shares	$ 11.50
Period to exercise warrants after business combination	30 days
Period to exercise warrants after public offerings	12 months
Expiration period upon redemption or liquidation	5 years
Redemption price (in dollars per share) | $ / shares	$ 0.01
Number of trading days	20 days
Consecutive trading day period	30 days
Number of business days before the notice of redemption to warrant holders	3 days
Period not to transfer, assign or sell warrants	30 days
Private Placement Warrant [Member] | Minimum [Member]
Stockholders' Equity [Abstract]
Notice period for redemption	30 days
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Number of voting rights per share | Vote	1
Common stock, shares issued (in shares)	1,210,695	1,205,623
Common stock, shares outstanding (in shares)	1,210,695	1,205,623
Common stock, subject to possible redemption (in shares)	20,841,382	20,846,454
Class A Common Stock [Member] | Private Placement Warrant [Member]
Stockholders' Equity [Abstract]
Number of shares called by each warrant (in shares)	1
Sale price of common stock (in dollars per share) | $ / shares	$ 18
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Number of voting rights per share | Vote	1
Common stock, shares issued (in shares)	5,513,019	5,513,019
Common stock, shares outstanding (in shares)	5,513,019	5,513,019

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring [Member] - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Quoted Prices in Active Markets (Level 1) [Member]
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents held in Trust Account	$ 225,920,285	$ 225,433,349
Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents held in Trust Account	0	0
Significant Other Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents held in Trust Account	$ 0	$ 0