Velodyne Lidar (VLDR) 10-Q 29 Nov 18 2018 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Sep. 30, 2018	Nov. 29, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Registrant Name	Graf Industrial Corp.
Entity Central Index Key	1,745,317
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Trading Symbol	GRAF
Entity Common Stock, Shares Outstanding		30,470,640
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Sep. 30, 2018USD ($)
Assets:
Current asset - Cash	$ 19,281
Deferred offering costs	230,331
Total Assets	249,612
Current liabilities:
Accounts payable	3,044
Accrued expenses	103,500
Note payable and advance - related parties	130,100
Total current liabilities	236,644
Stockholder's Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Common stock, $0.0001 par value; 400,000,000 shares authorized; 6,468,750 shares issued and outstanding	647	[1]
Additional paid-in capital	24,353
Accumulated deficit	(12,032)
Total stockholder's equity	12,968
Total Liabilities and Stockholder's Equity	$ 249,612
[1]	Includes 374,622 founder shares that were forfeited by the Sponsor upon receiving notice of partial exercise of the over-allotment option by the underwriters on October 25, 2018.

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	1 Months Ended
	Oct. 25, 2018	Sep. 30, 2018
Preferred Stock, Par or Stated Value Per Share		$ 0.0001
Preferred Stock, Shares Authorized		1,000,000
Preferred Stock, Shares Issued		0
Preferred Stock, Shares Outstanding		0
Common Stock, Par or Stated Value Per Share		$ 0.0001
Common Stock, Shares Authorized		400,000,000
Common Stock, Shares, Issued		6,468,750
Common Stock, Shares, Outstanding		6,468,750
Subsequent Event [Member]
Number Of Shares Forfeited	374,622

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended
		Sep. 30, 2018	Sep. 30, 2018
Formation and operating costs		$ 3,214	$ 12,032
Net loss		$ (3,214)	$ (12,032)
Weighted average shares outstanding, basic and diluted	[1]	6,094,128	6,094,128
Basic and diluted net loss per share		$ 0	$ 0
[1]	Excludes 374,622 founder shares that were forfeited by the Sponsor upon receiving notice of partial exercise of the over-allotment option by the underwriters on October 25, 2018.

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	1 Months Ended
	Oct. 25, 2018shares
Subsequent Event [Member]
Stock Repurchased During Period, Shares	374,622

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 3 months ended Sep. 30, 2018 - USD ($)		Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Balance at Jun. 25, 2018		$ 0	$ 0	$ 0	$ 0
Balance (in shares) at Jun. 25, 2018			0
Issuance of common stock to Sponsor	[1]	25,000	$ 647	24,353	0
Issuance of common stock to Sponsor (in shares)	[1]		6,468,750
Net loss		(12,032)	$ 0	0	(12,032)
Balance at Sep. 30, 2018		$ 12,968	$ 647	$ 24,353	$ (12,032)
Balance (in shares) at Sep. 30, 2018			6,468,750
[1]	Includes 374,622 founder shares that were forfeited by the Sponsor upon receiving notice of partial exercise of the over-allotment option by the underwriters on October 25, 2018.

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical)	1 Months Ended
	Oct. 25, 2018shares
Subsequent Event [Member]
Stock Repurchased During Period, Shares	374,622

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Sep. 30, 2018USD ($)
Cash Flows from Operating Activities:
Net loss	$ (12,032)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation and operating costs paid by Sponsor in exchange for issuance of common stock	8,500
Changes in operating assets and liabilities:
Accounts payable	2,177
Net cash used in operating activities	(1,355)
Cash Flows from Financing Activities:
Proceeds from note payable from related parties	130,100
Payment of offering costs	(109,464)
Net cash provided by financing activities	20,636
Net change in cash	19,281
Cash - beginning of the period	0
Cash - end of the period	19,281
Supplemental disclosure of noncash activities:
Deferred offering costs paid by Sponsor in exchange for issuance of common stock	16,500
Deferred offering costs included in accounts payable	867
Deferred offering costs included in accrued expenses	$ 103,500

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	Note 1 — Description of Organization and Business Operations Graf Industrial Corp. (the “Company”) is a blank check company incorporated in Delaware on June 26, 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 is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2018, the Company had not commenced any operations. All activity for the period from June 26, 2018 (inception) through September 30, 2018 relates to the Company’s formation and preparation for the initial public offering (“Initial Public Offering”), which is described below. 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 from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company's Initial Public Offering was declared effective on October 15, 2018. On October 18, 2018, the Company consummated the Initial Public Offering of 22,500,000 units of $225 million . On October 25, 2018, the Company consummated the closing of the sale of 1,876,512 additional $18.8 $375,302 (Note 3). Simultaneously with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement (“Private Placement”) of 14,150,605 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant, with the Sponsor, generating gross proceeds of approximately $7.08 million (Note 4). Upon the closing of the Initial Public Offering, the Over-allotment and the Private Placement, approximately $243.8 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”). The proceeds held in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) to modify 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 within 18 months from the closing of its Initial Public Offering or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within 18 months from the closing of its Initial Public Offering, subject to applicable law. Upon the closing of the Initial Public Offering, the Private Placement and the Over-allotment, the Company had approximately $ 1.99 million 80 % of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act . The Company will provide its holders of the outstanding 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. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were 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 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 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. The Sponsor and the Company’s officers and directors 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 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 to provide for redemption in connection with a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (by April 18, 2020) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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. The Sponsor and the Company's officers and directors 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 officers, directors, the Sponsor or any of its members or their affiliates acquires 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. Pursuant to the terms of the business combination marketing agreement (see Note 6), no fee will be payable if the Company does not complete a Business Combination. In the event that the Company does not complete a Business Combination and subsequently liquidates, the amount of such fee will be included with the funds held in the trust account that will be available to fund the redemption of 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 the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to indemnify 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 entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public 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, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from June 26, 2018 (inception) through September 30, 2018 are not necessarily indicative of the results that may be expected through December 31, 2018. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on October 16, 2018, the audited balance sheet included in the Form 8-K filed by the Company with the SEC on October 24, 2018, and with the pro forma balance sheet included in the Form 8-K filed by the Company with the SEC on October 31, 2018. 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 Securities Exchange Act of 1934, as amended (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 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 the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the periods. 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 financial statement, 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. Deferred Offering Costs Deferred offering costs consist of legal and accounting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were charged to stockholders’ equity upon the completion of the Initial Public Offering in October 2018. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 374,622 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. 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 September 30, 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 provision for income taxes was deemed to be immaterial for the period from June 26, 2018 (inception) to September 30, 2018.   Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2018, 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 FASB 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 In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in stockholders' equity, in accordance with the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019. Management does not believe that any other 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	3 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
Initial Public Offering [Text Block]	Note 3 — Initial Public Offering The Company sold an aggregate of 24,376,512 Units, including 1,876,512 Units upon the underwriters’ election to partially exercise their overallotment option, at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $11.50 per whole share, provided that if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering, each Public Warrant will entitle the holder thereof to purchase three-quarters of one share of common stock at a price of $11.50 per whole share, subject to adjustment in either case (see Note 7). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to this potential adjustment to the settlement amount (see the audited balance sheet included in the Form 8-K filed by the Company with the SEC on October 24, 2018).

Private Placement

Private Placement	3 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
Private Placement [Text Block]	Note 4 — Private Placement Concurrently with the closing of the Initial Public Offering and the Over-allotment, the Sponsor purchased an aggregate of 14,150,605 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of approximately $7.08 million. Each Private Placement Warrant has the same terms as the Public Warrants. A portion of the net proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants until the date that is 30 days after the completion of a Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Note 5 — Related Party Transactions Founder Shares On June 26, 2018, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On September 13, 2018, the Sponsor returned to the Company, at no cost, 2,156,250 shares of common stock, which the Company cancelled, resulting in the Sponsor holding 6,468,750 Founder Shares. On October 9, 2018, the Sponsor transferred 25,000 Founder Shares at the same per-share price paid by the Sponsor to each of Keith Abell and Sabrina McKee, two of the Company’s directors (then director-nominees), resulting in the Sponsor holding 6,418,750 Founder Shares. The Founder Shares include an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 25, 2018, the underwriters partially exercise their over-allotment option; thus, an aggregate of 374,622 Founder Shares were forfeited. 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 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. Related Party Loans As of September 30, 2018, the Sponsor had loaned the Company an aggregate of $130,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”) and James A. Graf had advanced the Company $100 in connection with the initial establishment of a bank account. The Promissory Note and the advance from James A. Graf were non-interest bearing. The Company repaid the Promissory Note and the advances to James A. Graf on October 18, 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 additional warrants at a price of $0.50 (or $0.75 if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering) per warrant. As of September 30, 2018, there were no Working Capital Loans under this arrangement. Administrative Support Agreement The Company agreed 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 reimburse an affiliate of its Sponsor up to $5,000 per month for office space, utilities and secretarial and administrative support on an at-cost basis to the extent such office space, utilities and support is not contracted with the Company directly.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering, requiring the Company to register such securities for resale. 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. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised this option on October 25, 2018 to purchase 1,876,512 additional Units. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or approximately $4.88 million in the aggregate, which was paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital and Oppenheimer & Co. Inc. as advisors in connection with the Business Combination. The Company will pay EarlyBirdCapital and Oppenheimer & Co. Inc. for such services upon the consummation of the Business Combination (i) a cash fee in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable) an amount equal to up to 40% of which may, in the Company’s discretion, be allocated by the Company to other FINRA members, plus (ii) 150,000 shares of common stock to be issued to EarlyBirdCapital and/or its designees. EarlyBirdCapital and/or its designees will be entitled to registration rights requiring the Company to register such shares for resale. The Company has agreed to use its best efforts to effect such registration in connection with the consummation of the Business Combination or, if not then reasonably practicable, to use the Company’s best efforts to file a registration statement covering such shares within 15 days of the closing of the Business Combination. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination.

Stockholder's Equity

Stockholder's Equity	3 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	Note 7 — Stockholder’s Equity Preferred Stock  — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2018, there were no shares of preferred stock issued or outstanding. Common Stock  — The Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of shares of common stock are entitled to one vote for each share. At September 30, 2018, there were 6,468,750 shares of common stock issued or outstanding, of which an aggregate of up to 843,750 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 25, 2018, the underwriters partially exercised their over-allotment option; thus, an aggregate of 374,622 shares of common stock were forfeited. Warrants th Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $ 0.01 • 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 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 common stock underlying such warrants. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the 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. The Private Placement Warrants will be redeemable by the Company on the same basis as the Public 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 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 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.

Subsequent Events

Subsequent Events	3 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from June 26, 2018 (inception) through September 30, 2018 are not necessarily indicative of the results that may be expected through December 31, 2018. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on October 16, 2018, the audited balance sheet included in the Form 8-K filed by the Company with the SEC on October 24, 2018, and with the pro forma balance sheet included in the Form 8-K filed by the Company with the SEC on October 31, 2018.
Start-up Activities, Cost Policy [Policy Text Block]	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 Securities Exchange Act of 1934, as amended (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 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, Policy [Policy Text Block]	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the periods. 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 financial statement, 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.
Deferred Offering Costs [Policy Text Block]	Deferred Offering Costs Deferred offering costs consist of legal and accounting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were charged to stockholders’ equity upon the completion of the Initial Public Offering in October 2018.
Earnings Per Share, Policy [Policy Text Block]	Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 374,622
Income Tax, Policy [Policy Text Block]	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. 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 September 30, 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 provision for income taxes was deemed to be immaterial for the period from June 26, 2018 (inception) to September 30, 2018.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2018, 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, Policy [Policy Text Block]	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in stockholders' equity, in accordance with the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Description of Organization a_2

Description of Organization and Business Operations (Details Textual) - USD ($)		1 Months Ended			3 Months Ended
		Oct. 25, 2018	Oct. 18, 2018	Sep. 30, 2018	Sep. 30, 2018	Jun. 25, 2018
Stock Issued During Period, Value, New Issues	[1]				$ 25,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 11.50	$ 11.50
Proceeds from Issuance Initial Public Offering					$ 4,880,000
Share Price				$ 12	$ 12
Business Acquisition, Description of Acquired Entity				The proceeds held in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) to modify 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 within 18 months from the closing of its Initial Public Offering or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within 18 months from the closing of its Initial Public Offering, subject to applicable law.
Description Of Business Combination					fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions).
Business Combination Percentage of Voting Interests Description					acquires 50% or more of the outstanding voting securities of the target
Business Combination Tangible Assets Net				$ 5,000,001	$ 5,000,001
Percentage Of Public Shares To Be Redeemed					100.00%
Effect Of Incompletion Of Business Combination					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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
Cash				$ 19,281	$ 19,281	$ 0
IPO [Member]
Stock Issued During Period, Shares, New Issues				24,376,512
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues				1,876,512
Private Placement [Member]
Number Of Warrants Issued				14,150,605
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.50	$ 0.50
Proceeds from Issuance of Warrants				$ 7,080,000
Subsequent Event [Member]
Share Price		$ 10
Cash		$ 1,990,000
Subsequent Event [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues			22,500,000
Stock Issued During Period, Value, New Issues			$ 225,000,000
Share Price		$ 10
Underwriting Commissions Incurred			$ 4,500,000
Subsequent Event [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues		1,876,512
Stock Issued During Period, Value, New Issues		$ 18,800,000
Underwriting Commissions Incurred		375,302
Subsequent Event [Member] | Private Placement [Member]
Proceeds from Issuance Initial Public Offering		$ 243,800,000
[1]	Includes 374,622 founder shares that were forfeited by the Sponsor upon receiving notice of partial exercise of the over-allotment option by the underwriters on October 25, 2018.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Textual) - USD ($)	1 Months Ended
	Oct. 25, 2018	Sep. 30, 2018
Cash, FDIC Insured Amount		$ 250,000
Subsequent Event [Member]
Stock Repurchased During Period, Shares	374,622

Initial Public Offering (Detail

Initial Public Offering (Details Textual)	1 Months Ended
	Sep. 30, 2018$ / sharesshares
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 11.50
IPO [Member]
Stock Issued During Period, Shares, New Issues | shares	24,376,512
Shares Issued, Price Per Share | $ / shares	$ 10
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues | shares	1,876,512

Private Placement (Details Text

Private Placement (Details Textual) $ / shares in Units, $ in Thousands	1 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Private Placement [Member]
Number Of Warrants Issued | shares	14,150,605
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Proceeds from Issuance of Warrants | $	$ 7,080

Related Party Transactions (Det

Related Party Transactions (Details Textual) - USD ($)		Oct. 09, 2018	Sep. 13, 2018	Oct. 25, 2018	Jun. 27, 2018	Sep. 30, 2018
Stock Issued During Period, Value, New Issues	[1]					$ 25,000
Common Stock, Shares, Outstanding			6,468,750			6,468,750
Number Of Shares Subject To Forfeiture						843,750
Share Price						$ 12
Notes Payable, Related Parties, Current						$ 130,100
Debt Conversion, Original Debt, Amount						$ 1,500,000
Debt Instrument, Convertible, Conversion Price						$ 0.50
Debt Instrument Convertible Conversion Price Description						$0.75 if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering
Management Fee Expense						$ 5,000
Subsequent Event [Member]
Number Of Shares Held By Sponsor		6,418,750
Stock Repurchased During Period, Shares				374,622
Share Price				$ 10
Director [Member]
Notes Payable, Related Parties, Current						$ 100
Director [Member] | Subsequent Event [Member]
Number Of Shares Transferred		25,000
Sponsor [Member]
Stock Issued During Period, Shares, New Issues					8,625,000
Stock Issued During Period, Value, New Issues					$ 25,000
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation			2,156,250
Equity Method Investment, Ownership Percentage						20.00%
Notes Payable, Related Parties, Current						$ 130,000
[1]	Includes 374,622 founder shares that were forfeited by the Sponsor upon receiving notice of partial exercise of the over-allotment option by the underwriters on October 25, 2018.

Commitments and Contingencies (

Commitments and Contingencies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended
	Oct. 25, 2018	Sep. 30, 2018	Sep. 30, 2018
Purchase of Initial Public Offering		3,375,000
Cash Underwriting Discount Per Share		$ 0.20	$ 0.20
Business Combination Cash Fee Percentage		3.50%	3.50%
Business Combination Finders Fees Payable Percentage		40.00%	40.00%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			150,000
Proceeds from Issuance Initial Public Offering			$ 4,880
Subsequent Event [Member]
Purchase of Initial Public Offering Exercised	1,876,512

Stockholder's Equity (Details T

Stockholder's Equity (Details Textual) - $ / shares	1 Months Ended	3 Months Ended
	Oct. 25, 2018	Sep. 30, 2018	Sep. 13, 2018
Preferred Stock, Shares Authorized		1,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001
Common Stock, Shares Authorized		400,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001
Common Stock, Shares, Issued		6,468,750
Common Stock, Shares, Outstanding		6,468,750	6,468,750
Class of Warrant or Right Redemption Price of Warrants or Rights		$ 0.01
Share Price		$ 12
Number Of Shares Subject To Forfeiture		843,750
Preferred Stock, Shares Outstanding		0
Sponsor [Member]
Sale of Stock, Percentage of Ownership after Transaction		20.00%
Subsequent Event [Member]
Share Price	$ 10
Stock Repurchased During Period, Shares	374,622