Atlas Technical Consultants (ATCX) S-1 17 Apr 20 IPO registration Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Dec. 31, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	ATLAS TECHNICAL CONSULTANTS, INC.
Entity Central Index Key	0001751143
Document Type	S-1
Amendment Flag	false
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation State Country Code	DE

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)		Dec. 31, 2019	Dec. 31, 2018
Current Assets
Cash		$ 95,683	$ 1,275,571
Prepaid expenses and other current assets		319,500	23,116
Total Current Assets		415,183	1,298,687
Marketable securities held in Trust Account		204,322,796	200,471,972
Security deposit			7,125
Total Assets		204,737,979	201,777,784
Current Liabilities
Accounts payable and accrued expenses		2,858,994	86,278
Income taxes payable		612,713	77,877
Total Current Liabilities		3,471,707	164,155
Deferred underwriting fees		7,000,000	7,000,000
Total Liabilities		10,471,707	7,164,155
Commitments
Common stock subject to possible redemption, 18,598,256 and 18,926,577 shares at redemption value as of December 31, 2019 and 2018, respectively		189,266,264	189,613,628
Stockholders' Equity
Preferred stock; $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid in capital		5,059,215	4,711,809
(Accumulated deficit)/ Retained earnings		(59,872)	287,485
Total Stockholders' Equity		5,000,008	5,000,001	[1]
Total Liabilities and Stockholders' Equity		204,737,979	201,777,784
Class A Common Stock [Member]
Stockholders' Equity
Common stock		165	132
Total Stockholders' Equity		165	132	[1]
Class F Common Stock [Member]
Stockholders' Equity
Common stock		500	575
Total Stockholders' Equity	[1]	$ 500	$ 575
[1]	Included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full.

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Common stock subject to possible redemption	18,598,256	18,926,577
Preferred stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, issued
Preferred stock, outstanding
Class A Common Stock [Member]
Common stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Common stock, authorized	250,000,000	250,000,000
Common stock, issued	1,651,744	1,323,423
Common stock, outstanding	1,651,744	1,323,423
Common Class F [Member]
Common stock, par value (in dollars per shares)	$ 0.0001	$ 0.0001
Common stock, authorized	50,000,000	50,000,000
Common stock, issued	5,000,000	5,750,000
Common stock, outstanding	5,000,000	5,750,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Operating costs		$ 3,712,997	$ 106,435
Loss from operations		(3,712,997)	(106,435)
Other income:
Interest income		4,054,156	471,972
Income before provision for income taxes		341,159	365,537
Provision for income taxes		(688,516)	(77,877)
Net (loss) income		$ (347,357)	$ 287,660
Weighted average shares outstanding, basic and diluted (in shares)	[1]	6,348,851	6,240,480
Basic and diluted net loss per common share (in dollars per share)	[2]	$ (0.52)	$ (0.01)
[1]	Excludes an aggregate of 18,598,256 and 18,926,577 shares subject to possible redemption at December 31, 2019 and 2018.
[2]	Excludes income of $2,943,051 and $347,852 attributable to common stock subject to possible redemption for the years ended December 31, 2019 and 2018, respectively.

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Common stock subject to possible redemption	18,598,256	18,926,577
Common stock subject to possible redemption	$ 2,943,051	$ 347,852

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)		Class A Common Stock [Member]	Class F Common Stock [Member]		Additional Paid-in Capital [Member]	Stock Subscription Receivable [Member]	Accumulated Deficit / Retained Earnings [Member]	Total
Balance at beginning at Dec. 31, 2017			$ 719	[1]	$ 24,281	$ (25,000)	$ (175)	$ (175)
Balance at beginning (in shares) at Dec. 31, 2017			7,187,500	[1]
Stock subscription received from issuance of founder Shares to Sponsor				[1]		25,000		25,000
Stock subscription received from issuance of founder Shares to Sponsor, shares				[1]
Forfeiture of founder Shares			$ (144)	[1]	144
Forfeiture of founder Shares (jn shares)			(1,437,500)	[1]
Sale of 20,000,000 Units, net of underwriting discounts		$ 2,000		[1]	188,299,144			188,301,144
Sale of 20,000,000 Units, net of underwriting discounts (in shares)		20,000,000		[1]
Sale of 250,000 Private Placement Units		$ 25		[1]	2,499,975			2,500,000
Sale of 250,000 Private Placement Units (in shares)		250,000		[1]
Sale of 3,500,000 Private Placement Warrants				[1]	3,500,000			3,500,000
Sale of 3,500,000 Private Placement Warrants (in shares)				[1]
Common stock subject to possible redemption		$ (1,893)		[1]	(189,611,735)			(189,613,628)
Common stock subject to possible redemption (in shares)		(18,926,577)		[1]
Net income				[1]			287,660	287,660
Balance at ending at Dec. 31, 2018	[1]	$ 132	$ 575		4,711,809		287,485	5,000,001
Balance at ending (in shares) at Dec. 31, 2018	[1]	1,323,423	5,750,000
Change in value of common stock subject to possible redemption		$ 33		[1]	347,331			347,364
Change in value of common stock subject to possible redemption (in shares)		328,321		[1]
Forfeiture of founder Shares			$ (75)	[1]	75
Forfeiture of founder Shares (jn shares)			(750,000)	[1]
Net income				[1]			(347,357)	(347,357)
Balance at ending at Dec. 31, 2019		$ 165	$ 500	[1]	$ 5,059,215		$ (59,872)	$ 5,000,008
Balance at ending (in shares) at Dec. 31, 2019		1,651,744	5,000,000	[1]
[1]	Included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full.

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Sale of Units, net of underwriting discounts		20,000,000
Sale of Private Placement Units		250,000
Sale of Private Placement Warrants		3,500,000
Over-Allotment Option [Member] | Underwriters [Member]
Number of shares forfeited	750,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash Flows from Operating Activities:
Net (loss) income	$ (347,357)	$ 287,660
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(4,054,156)	(471,972)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(296,384)	(23,116)
Accounts payable and accrued expenses	2,772,716	86,103
Income taxes payable	534,836	77,877
Net cash used in operating activities	(1,390,345)	(43,448)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(200,000,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	203,332
Security deposit	7,125	(7,125)
Net cash provided by (used in) investing activities	210,457	(200,007,125)
Cash Flows from Financing Activities:
Collection of stock subscription receivable from Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		196,000,000
Proceeds from sale of Private Placement Units		2,500,000
Proceeds from sale of Private Placement Warrants		3,500,000
Payment of offering costs		(698,856)
Proceeds from promissory note - related party		300,000
Repayment of promissory note - related party		(300,000)
Net cash provided by financing activities		201,326,144
Net Change in Cash	(1,179,888)	1,275,571
Cash - Beginning	1,275,571
Cash - Ending	95,683	1,275,571
Supplementary cash flow information:
Cash paid for income taxes	153,680
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption		189,320,780
Change in value of common stock subject to possible redemption	$ (347,364)	$ 292,848

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Boxwood Merger Corp. (the "Company") was a blank check company incorporated in Delaware on June 28, 2017. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities ("Business Combination"). At December 31, 2019, the Company had not yet commenced any operations. All activity through December 31, 2019 relates to the Company's formation, its initial public offering (the "Initial Public Offering"), which is described below, identifying a target company for a Business Combination and the potential acquisition of Atlas Intermediate Holdings, LLC, a Delaware limited liability company ("Atlas Intermediate"). The Company's subsidiaries are comprised of Atlas TC Holdings LLC, a wholly owned subsidiary of the Company and a Delaware limited liability company ("Holdings"), and Atlas TC Buyer LLC, a wholly owned subsidiary of Holdings and a Delaware limited liability company ("Buyer"). On the Closing Date, the Company consummated the acquisition of Atlas Intermediate, pursuant to the Unit Purchase Agreement, dated as of August 12, 2019, as amended on January 22, 2020 (the "Purchase Agreement"), by and among the Company, Holdings, Buyer, Atlas Intermediate and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (the "Seller"). The acquisition of Atlas Intermediate pursuant to the Purchase Agreement together with the other transactions contemplated by the Purchase Agreement is referred to herein as the "Atlas Business Combination." Following the consummation of the Atlas Business Combination (the "Closing"), the combined company is organized in an "Up-C" structure in which the business of Atlas Intermediate and its subsidiaries is held by Holdings and will continue to operate through the subsidiaries of Atlas Intermediate, and in which the Company's only direct assets will consist of common units of Holdings ("Holdings Units"). The Company is the sole manager of Holdings in accordance with the terms of the amended and restated limited liability company agreement of Holdings (the "Holdings LLC Agreement") entered into in connection with the consummation of the business combination. As of the Closing Date and following the completion of the Atlas Business Combination, the Seller and the limited partners (the "Continuing Members") owned an aggregate of 23,974,368 Holdings Units redeemable on a one-for-one basis for shares of Class A common stock. Upon the redemption by any Continuing Member of Holdings Units for shares of Class A common stock, a corresponding number of shares of Class B common stock held by such Continuing Member will be cancelled. At the Closing, following the cancellation of 1,750,000 shares of Boxwood Sponsor LLC's (the "Sponsor") Class F common stock contemplated by the Purchase Agreement, and the conversion of each outstanding share of the Class F common stock to one share of Class A common stock, the Sponsor owned an aggregate 1,975,000 shares of Class A common stock and 3,750,000 Private Placement Warrants (as defined below). 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") at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 250,000 units (the "Private Placement Units") at a price of $10.00 per Private Placement Unit and 3,500,000 warrants (the "Private Placement Warrants" and, collectively, with the Private Placement Units, the "Private Placement Securities") at a price of $1.00 per Private Placement Warrants in a private placement to the Sponsor, generating gross proceeds of $6,000,000, which is described in Note 5. 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 Securities was placed in a trust account ("Trust Account") and 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 completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account could be released to pay the Company's franchise and income tax obligations. Transaction costs amounted to $11,698,856, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $698,856 of other costs. As of December 31, 2019, $95,683 of cash was held outside of the Trust Account and is available for working capital purposes. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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"). 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 auditor 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 consolidated financial statements in conformity with GAAP requires 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019 and 2018. Marketable securities held in Trust Account At December 31, 2019 and 2018, the assets held in the Trust Account were substantially held in money market funds. Through December 31, 2019, the Company withdrew $203,332 of interest earned on the Trust Account to pay franchise 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 consolidated balance sheets. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 or penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Share Net loss per 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. Common stock subject to possible redemption at December 31, 2019 and 2018, which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net 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 the private placement to purchase 23,750,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per share is the same as basic net loss per share for the periods presented. Reconciliation of Net Loss per Share The Company's net (loss) 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 earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Year Ended December 31, Year Ended December 31, 2019 2018 Net (loss) income $ (347,357 ) $ 287,660 Less: Income attributable to common stock subject to possible redemption (2,943,051 ) (347,852 ) Adjusted net loss $ (3,290,408 ) $ (60,192 ) Weighted average shares outstanding, basic and diluted 6,348,851 6,240,480 Basic and diluted net loss per share $ (0.52 ) $ (0.01 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Recently issued accounting standards 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 consolidated financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 250,000 Private Placement Units at $10.00 per Private Placement Unit ($2,500,000 in the aggregate) and 3,500,000 Private Placement Warrants at $1.00 per Private Placement Warrant ($3,500,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock ("Private Placement Share") and one Private Placement Warrant. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. The proceeds from the Private Placement Securities were added to the proceeds from the Initial Public Offering held in the Trust Account.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2017, the Company issued an aggregate of 100 shares to the Sponsor for an aggregate purchase price of $25,000. The Company received payment for the shares in September 2018. On November 14, 2018, the Company effected a recapitalization pursuant to which each share of the Company's outstanding common stock was converted into 71,875 shares of the Company's Class F common stock (the "Recapitalization"). As a result of the Recapitalization, the initial stockholders collectively held an aggregate of 7,187,500 shares of the Company's Class F common stock (the "Founder Shares"). On November 15, 2018, the Sponsor contributed back to the Company, for no consideration, 1,437,500 Founder Shares. As a result, the initial stockholders held 5,750,000 Founder Shares, of which an aggregate of up to 750,000 shares were subject to forfeiture to the extent that the underwriters' option to purchase additional Units was not exercised in full or in part, so that the initial stockholders would own 20% of the Company's issued and outstanding shares after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units and assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering). The underwriters' election to exercise their over-allotment option expired unexercised in January 4, 2019 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding as of January 4, 2019. The initial stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, (i) the last reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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 (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property, subject to certain limited exceptions. Promissory Notes — Related Party On August 22, 2018, the Company issued a promissory note to the Sponsor (the "Promissory Note"), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing, unsecured and due on the earlier of May 30, 2019 or the completion of the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering on November 20, 2018. Related Party Loans In order to finance transaction costs in connection with a Business Combination, (i) the Sponsor has committed an aggregate of $1,000,000, to be provided to the Company in the event that funds held outside of the Trust Account are insufficient to fund expenses relating to investigating and selecting a target business and other working capital requirements prior to a Business Combination and (ii) the Sponsor, an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company any additional funds as may be required ("Working Capital Loans"), which will be repaid only upon the completion of a Business Combination. If the Company does not complete a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. Up to $250,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. There were no Working Capital Loans outstanding as of December 31, 2019 and 2018.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [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, Private Placement Units, Private Placement Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of these securities are entitled to make up to three demands (or one demand in the case of Private Placement Securities to be acquired by an affiliate of Macquarie Capital (USA) Inc.), excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have "piggy-back" registration rights to include such securities in other registration statements filed by the Company 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. In the case of the Private Placement Securities acquired by an affiliate of Macquarie Capital (USA) Inc., the demand registration right provided will not be exercisable for longer than five years from the effective date of the registration statement of the Initial Public Offering in compliance with FINRA Rule 5110(f)(2)(G)(iv) and the piggyback registration right provided will not be exercisable for longer than seven years from the effective date of the registration statement of the Initial Public Offering in compliance with FINRA Rule 5110(f)(2)(G)(v). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. At the completion of the Atlas Business Combination, the $7,000,000 deferred fee owed to the underwriters for their services was settled for cash in the amount of $6,000,000 (see Note 9). Right of First Refusal The Company granted an affiliate of the Sponsor and an underwriter of the Initial Public Offering, a right of first refusal for a period of 36 months from the date of the commencement of sales of the Initial Public Offering to act as one of potentially several banks which provide to the Company certain financial advisory, underwriting, capital raising, and other services for which it may receive a portion of the overall fees. The affiliate had not been retained as of the filing date of these consolidated financial statements, therefore no amounts are currently due. No funds will be paid out of the Trust Fund to fund any such payments and it is not expected that any fees would be paid prior to the completion of a Business Combination. At the closing of the Business Combination, the Company paid an affiliate of Macquarie Capital (USA) Inc. a $4 million fee, comprised of $2 million in cash and 200,000 shares of Class A common stock for its services as a financial advisor.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS' EQUITY Preferred Stock Class A Common Stock Class F Common Stock Holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class F 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 F 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 F 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 F common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the private placement units) 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). Holders of Founder Shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Warrants 60 th The Company may call the warrants for redemption: ● at a price of $0.01 per warrant; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last reported closing price of the Company's Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and; ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day trading period referred to above. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances 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 respect to such warrants. Accordingly, the warrants may expire worthless.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8. INCOME TAX The Company did not have any significant deferred tax assets or liabilities at December 31, 2019 and 2018. The income tax provision (benefit) consists of the following: Year Ended December 31, Year Ended December 31, Federal Current $ 688,516 $ 77,020 Deferred — — State Current — 857 Deferred — — Change in valuation allowance — — Income tax provision $ 688,516 $ 77,877 As of December 31, 2019 and 2018, the Company did not have any U.S. federal and state net operating loss carryovers ("NOLs") available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2019 and 2018 is as follows: December 31, December 31, 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.2 % True-ups (0.1 )% 0.0 % Meals and entertainment 0.1 % 0.1 % Business combination expenses 180.8 % 0.0 % Income tax provision 201.8 % 21.3 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at December 31, 2019 and 2018, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2019 2018 Assets: Marketable securities held in Trust Account 1 $ 204,322,796 $ 200,471,972

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Atlas Business Combination On February 14, 2020, the Company consummated the acquisition of Atlas Intermediate, pursuant to the Purchase Agreement. Following the Closing, the combined company is organized in an "Up-C" structure in which the business of Atlas Intermediate and its subsidiaries is held by Holdings and will continue to operate through the subsidiaries of Atlas Intermediate, and in which the Company's only direct assets will consist of common units of Holdings Units. The Company is the sole manager of Holdings in accordance with the terms of the Holdings LLC Agreement entered into in connection with the consummation of the Atlas Business Combination. In connection with the consummation of the Atlas Business Combination, the Company changed its name from "Boxwood Merger Corp." to "Atlas Technical Consultants, Inc." GSO Subscription Agreement On February 14, 2020, in connection with the Closing, Holdings and GSO COF III AIV-2 LP ("GSO AIV-2") entered into a subscription agreement (the "Subscription Agreement") pursuant to which, GSO AIV-2 purchased 145,000 units of a new class of Series A Senior Preferred Units of Holdings (the "Preferred Units") at a price per Preferred Unit of $978.21 for an aggregate cash purchase price of $141,840,000, which represents a 2.12% original issue discount on the Preferred Units (such purchase, the "GSO Placement"). Support Letter On February 14, 2020, in connection with the Closing, Boxwood entered into a support agreement (the "Support Agreement") with GSO Entity, pursuant to which, instead of purchasing shares of Class A common stock directly from the Company, GSO Entity purchased 1,000,000 publicly-traded shares of Class A common stock that were withdrawn from redemption, at a price of $10.26 per share (the "Market Purchase"). In connection with the Market Purchase, Boxwood agreed, among other things, (i) to sell to GSO Entity 1,000,000 shares of Class A common stock if the Market Purchase was not consummated in satisfaction of GSO Entity's obligations under the Commitment Letter (ii) to increase the original issue discount on the Preferred Units from 2% to 2.179% and (iii) to provide certain indemnification rights in connection with the Market Purchase. Credit Agreement In connection with the Business Combination, Buyer, as the initial borrower, entered into a senior credit facility (the "Credit Facility") consisting of (i) a $281.0 million senior secured Term Loan and (ii) a $40.0 million senior secured Revolver pursuant to that certain Credit Agreement dated February 14, 2020, as amended by that certain First Amendment dated as of March 30, 2020 and as amended by that certain Second Amendment, dated as of March 31, 2020, by and among Holdings, Buyer, and pursuant to the Business Combination, Atlas Intermediate, which became the new borrower by operation of law and as further provided in Section 9.19 of such Credit Agreement, the lenders party thereto, the issuing banks party thereto and Macquarie Capital Funding LLC, as administrative agent and swing line lender (the "Credit Agreement"). Continuing Members Registration Rights Agreement On February 14, 2020, in connection with the Closing, the Company entered into a registration rights agreement (the "Continuing Members RRA") with the Seller and its limited partners (the "Continuing Members"). Under the Continuing Members RRA, the Company will have certain obligations to register for resale under the Securities Act all or any portion of the shares of the Class A common stock that the Continuing Members hold as of the date of the Continuing Members RRA and that they may acquire thereafter, including upon the exchange or redemption of any other security therefor (collectively, the "Continuing Member Registrable Securities"). The Company is required to, within 30 days of the Closing Date, file a registration statement registering the resale of the Continuing Member Registrable Securities. Additionally, Atlas Technical Consultants SPV, LLC and Arrow Environmental SPV LLC (together, "BCP") may demand an unlimited number of underwritten offerings for all or part of the Continuing Member Registrable Securities held by BCP and the other Continuing Members under the Continuing Member RRA. Holders of the Continuing Member Registrable Securities have certain "piggy-back" registration rights with respect to registration statements. The Company will bear the expenses incurred in connection with the filing of any such registration statements. GSO Registration Rights Agreement On February 14, 2020, in connection with the Closing, the Company entered into a registration rights agreement (the "GSO RRA") with the GSO Entity and the other holders party thereto (together, "GSO"). Under the GSO RRA, the Company will have certain obligations to register for resale under the Securities Act all or any portion of the shares of the Class A common stock that the GSO holds as of the date of the GSO RRA and that they may acquire thereafter, including upon the exchange or redemption of any other security therefor (collectively, the "GSO Registrable Securities"). The Company is required to, within 30 days of the Closing Date, file a registration statement registering the resale of the GSO Registrable Securities. Additionally, GSO may demand up to two underwritten offerings for all or part of the GSO Registrable Securities held by GSO under the GSO RRA. Holders of the GSO Registrable Securities have certain "piggy-back" registration rights with respect to registration statements and rights to require the Company to register for resale the GSO Registrable Securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. As of the Closing Date and following the completion of the Atlas Business Combination, the Seller and the limited partners (the "Continuing Members") owned an aggregate of 23,974,368 Holdings Units redeemable on a one-for-one basis for shares of Class A common stock. Upon the redemption by any Continuing Member of Holdings Units for shares of Class A common stock, a corresponding number of shares of Class B common stock held by such Continuing Member will be cancelled. At the Closing, following the cancellation of 1,750,000 shares of the Sponsor's Class F common stock contemplated by the Purchase Agreement, and the conversion of each outstanding share of the Class F common stock to one share of Class A common stock, the Sponsor owned an aggregate 1,975,000 shares of Class A common stock and 3,750,000 private placement warrants.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging growth company	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 auditor 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	Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019 and 2018.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At December 31, 2019 and 2018, the assets held in the Trust Account were substantially held in money market funds. Through December 31, 2019, the Company withdrew $203,332 of interest earned on the Trust Account to pay franchise 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 consolidated balance sheets.
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 or penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss per Share	Net Loss per Share Net loss per 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. Common stock subject to possible redemption at December 31, 2019 and 2018, which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net 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 the private placement to purchase 23,750,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per share is the same as basic net loss per share for the periods presented.
Reconciliation of Net Loss per Share	Reconciliation of Net Loss per Share The Company's net (loss) 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 earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is calculated as follows: Year Ended December 31, Year Ended December 31, 2019 2018 Net (loss) income $ (347,357 ) $ 287,660 Less: Income attributable to common stock subject to possible redemption (2,943,051 ) (347,852 ) Adjusted net loss $ (3,290,408 ) $ (60,192 ) Weighted average shares outstanding, basic and diluted 6,348,851 6,240,480 Basic and diluted net loss per share $ (0.52 ) $ (0.01 )
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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 Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.
Recently issued accounting standards	Recently issued accounting standards 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 consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Schedule for reconciliation of net loss per common share	Year Ended December 31, Year Ended December 31, 2019 2018 Net (loss) income $ (347,357 ) $ 287,660 Less: Income attributable to common stock subject to possible redemption (2,943,051 ) (347,852 ) Adjusted net loss $ (3,290,408 ) $ (60,192 ) Weighted average shares outstanding, basic and diluted 6,348,851 6,240,480 Basic and diluted net loss per share $ (0.52 ) $ (0.01 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	Year Ended December 31, Year Ended December 31, Federal Current $ 688,516 $ 77,020 Deferred — — State Current — 857 Deferred — — Change in valuation allowance — — Income tax provision $ 688,516 $ 77,877
Schedule of reconciliation of the federal income effective tax rate	December 31, December 31, 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.2 % True-ups (0.1 )% 0.0 % Meals and entertainment 0.1 % 0.1 % Business combination expenses 180.8 % 0.0 % Income tax provision 201.8 % 21.3 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	December 31, December 31, Description Level 2019 2018 Assets: Marketable securities held in Trust Account 1 $ 204,322,796 $ 200,471,972

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Feb. 14, 2020	Nov. 20, 2018	Dec. 31, 2019	Dec. 31, 2018
Description of Organization and Business Operations (Textual)
Number of shares issued in transaction				20,000,000
Underwriters [Member]
Description of Organization and Business Operations (Textual)
Proceeds from public offering			$ 7,000,000
Private Placement [Member] | Sponsor [Member]
Description of Organization and Business Operations (Textual)
Number of shares issued in transaction		250,000
Share price (in dollars per share)		$ 10
Proceeds from private placement		$ 2,500,000
Private Placement One [Member] | Sponsor [Member]
Description of Organization and Business Operations (Textual)
Number of shares issued in transaction		3,500,000
Share price (in dollars per share)		$ 1
Proceeds from private placement		$ 3,500,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Number of shares issued in transaction		20,000,000
Share price (in dollars per share)		$ 10
Proceeds from public offering		$ 200,000,000
Gross proceeds from public offering		$ 6,000,000
Cash held outside of Trust Account			$ 95,683
Initial Public Offering [Member] | Trust Account [Member]
Description of Organization and Business Operations (Textual)
Share price (in dollars per share)		$ 10
Proceeds from public offering		$ 200,000,000
Transaction costs amounted		11,698,856
Underwriting fees		4,000,000
Offering costs		7,000,000
Other costs in public offering		$ 698,856
Public shares held in the trust account		$ 10
Subsequent Event [Member]
Description of Organization and Business Operations (Textual)
Business combination, description	As of the Closing Date and following the completion of the Atlas Business Combination, the Seller and the limited partners (the "Continuing Members") owned an aggregate of 23,974,368 Holdings Units redeemable on a one-for-one basis for shares of Class A common stock. Upon the redemption by any Continuing Member of Holdings Units for shares of Class A common stock, a corresponding number of shares of Class B common stock held by such Continuing Member will be cancelled.
Subsequent Event [Member] | Sponsor [Member]
Description of Organization and Business Operations (Textual)
Cancellation of shares	1,750,000
Subsequent Event [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Textual)
Number of shares issued in transaction	3,750,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Textual)
Share price (in dollars per share)			$ 12
Class A Common Stock [Member] | Subsequent Event [Member]
Description of Organization and Business Operations (Textual)
Number of shares issued in transaction	1,975,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Net (loss) income		$ (347,357)	$ 287,660
Less: Income attributable to common stock subject to possible redemption		(2,943,051)	(347,852)
Adjusted net loss		$ (3,290,408)	$ (60,192)
Weighted average shares outstanding, basic and diluted	[1]	6,348,851	6,240,480
Basic and diluted net loss per share	[2]	$ (0.52)	$ (0.01)
[1]	Excludes an aggregate of 18,598,256 and 18,926,577 shares subject to possible redemption at December 31, 2019 and 2018.
[2]	Excludes income of $2,943,051 and $347,852 attributable to common stock subject to possible redemption for the years ended December 31, 2019 and 2018, respectively.

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2019USD ($)shares
Accounting Policies [Abstract]
Antidilutive securities excluded from computation of earnings per share | shares	23,750,000
Federal depository insurance coverage	$ 250,000
Interest earned on the trust account	$ 203,332

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Nov. 20, 2018	Dec. 31, 2018
Initial Public Offering (Textual)
Number of shares issued in transaction		20,000,000
Initial Public Offering [Member]
Initial Public Offering (Textual)
Number of shares issued in transaction	20,000,000
Price per share (in dollars per share)	$ 10
Sale of stock, description of transaction	Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7).
Exercise price of warrants (in dollars per share)	$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($)	Nov. 20, 2018	Dec. 31, 2018
Private Placement (Textual)
Number of shares issued in transaction		20,000,000
Private Placement [Member] | Sponsor [Member]
Private Placement (Textual)
Number of shares issued in transaction	250,000
Price per share (in dollars per share)	$ 10
Proceeds from private placement	$ 2,500,000
Exercise price of warrants (in dollars per share)	$ 11.50
Private Placement One [Member] | Sponsor [Member]
Private Placement (Textual)
Number of shares issued in transaction	3,500,000
Price per share (in dollars per share)	$ 1
Proceeds from private placement	$ 3,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jan. 04, 2019	Nov. 15, 2018	Nov. 14, 2018	Jun. 30, 2017	Dec. 31, 2019	Dec. 31, 2018	Aug. 22, 2018
Related Party Transactions (Textual)
Aggregate purchase price						$ 25,000
Common Class F [Member]
Related Party Transactions (Textual)
Number of shares converted			71,875
Aggregate held of shares			7,187,500
Class A Common Stock [Member]
Related Party Transactions (Textual)
Number of shares issued
Aggregate purchase price
Share price (in dollars per share)					$ 12
Private Placement [Member] | Warrant [Member]
Related Party Transactions (Textual)
Face amount					$ 250,000
Exercise price of warrants (in dollars per share)					$ 1
Boxwood Merger Corp. (the "Sponsor") [Member]
Related Party Transactions (Textual)
Number of shares issued				100
Aggregate purchase price				$ 25,000
Description of related party transaction		On November 15, 2018, the Sponsor contributed back to the Company, for no consideration, 1,437,500 Founder Shares. As a result, the initial stockholders held 5,750,000 Founder Shares, of which an aggregate of up to 750,000 shares were subject to forfeiture to the extent that the underwriters’ option to purchase additional Units was not exercised in full or in part, so that the initial stockholders would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units and assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering).			(i) the Sponsor has committed an aggregate of $1,000,000, to be provided to the Company in the event that funds held outside of the Trust Account are insufficient to fund expenses relating to investigating and selecting a target business and other working capital requirements prior to a Business Combination and (ii) the Sponsor, an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company any additional funds as may be required ("Working Capital Loans"), which will be repaid only upon the completion of a Business Combination.
Boxwood Merger Corp. (the "Sponsor") [Member] | Promissory Note [Member]
Related Party Transactions (Textual)
Face amount							$ 300,000
Boxwood Merger Corp. (the "Sponsor") [Member] | Over-Allotment Option [Member]
Related Party Transactions (Textual)
Shares forfeited outstanding	5,000,000
Number of shares forfeiture	750,000
Percentage of issued and outstanding shares own		20.00%

Commitments (Details)

Commitments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Commitments (Textual)
Exchange of shares corresponding number of Holdings Units		$ 25,000
Business Combination, description	At the closing of the Business Combination, the Company paid an affiliate of Macquarie Capital (USA) Inc. a $4 million fee, comprised of $2 million in cash and 200,000 shares of Class A common stock for its services as a financial advisor.
Cash	$ 95,683	$ 1,275,571
Underwriters [Member]
Commitments (Textual)
Deferred fee	$ 0.35
Gross proceeds from offering	$ 7,000,000
Deferred legal fee	7,000,000
Cash	$ 6,000,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stockholders’ Equity (Textual)
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, issued
Preferred stock, outstanding
Common stock subject to possible redemption	18,598,256	18,926,577
Percentage of common stock outstanding	20.00%
Warrants [Member]
Stockholders’ Equity (Textual)
Description of warrants exercisable	(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 Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).
Description of warrants for redemption	The Company may call the warrants for redemption: ● at a price of $0.01 per warrant; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last reported closing price of the Company's Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and; ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day trading period referred to above.
Common Class F [Member]
Stockholders’ Equity (Textual)
Common stock, authorized	50,000,000	50,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, issued	5,000,000	5,750,000
Common stock, outstanding	5,000,000	5,750,000
Description of voting rights of common stock	Entitled to one vote for each share.
Class A Common Stock [Member]
Stockholders’ Equity (Textual)
Common stock, authorized	250,000,000	250,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, issued	1,651,744	1,323,423
Common stock, outstanding	1,651,744	1,323,423
Description of voting rights of common stock	Entitled to one vote for each share.

Income Tax (Details)

Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Federal
Current	$ 688,516	$ 77,020
Deferred
State
Current		857
Deferred
Change in valuation allowance
Income tax provision	$ 688,516	$ 77,877

Income Tax (Details 1)

Income Tax (Details 1)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.20%
True-ups	(0.10%)	0.00%
Meals and entertainment	0.10%	0.10%
Business combination expenses	180.80%	0.00%
Income tax provision	201.80%	21.30%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Level 1 [Member] | Fair Value Measurements Recurring [Member]
Assets:
Marketable securities held in Trust Account	$ 204,322,796	$ 200,471,972

Subsequent Events (Details)

Subsequent Events (Details) - shares	Feb. 14, 2020	Dec. 31, 2018
Subsequent Events (Textual)
Number of shares issued in transaction		20,000,000
Subsequent Events [Member]
Subsequent Events (Textual)
Business combination, description	As of the Closing Date and following the completion of the Atlas Business Combination, the Seller and the limited partners (the "Continuing Members") owned an aggregate of 23,974,368 Holdings Units redeemable on a one-for-one basis for shares of Class A common stock. Upon the redemption by any Continuing Member of Holdings Units for shares of Class A common stock, a corresponding number of shares of Class B common stock held by such Continuing Member will be cancelled.
Subsequent Events [Member] | Private Placement Warrants [Member]
Subsequent Events (Textual)
Number of shares issued in transaction	3,750,000
Subsequent Events [Member] | Class A Common Stock [Member]
Subsequent Events (Textual)
Number of shares issued in transaction	1,975,000
Subsequent Events [Member] | Sponsor [Member]
Subsequent Events (Textual)
Cancellation of shares	1,750,000
Subscription Agreement [Member] | Subsequent Events [Member]
Subsequent Events (Textual)
Subsequent events, description	On February 14, 2020, in connection with the Closing, Holdings and GSO COF III AIV-2 LP ("GSO AIV-2") entered into a subscription agreement (the "Subscription Agreement") pursuant to which, GSO AIV-2 purchased 145,000 units of a new class of Series A Senior Preferred Units of Holdings (the "Preferred Units") at a price per Preferred Unit of $978.21 for an aggregate cash purchase price of $141,840,000, which represents a 2.12% original issue discount on the Preferred Units (such purchase, the "GSO Placement").
Support Agreement [Member] | Subsequent Events [Member]
Subsequent Events (Textual)
Subsequent events, description	On February 14, 2020, in connection with the Closing, Boxwood entered into a support agreement (the "Support Agreement") with GSO Entity, pursuant to which, instead of purchasing shares of Class A common stock directly from the Company, GSO Entity purchased 1,000,000 publicly-traded shares of Class A common stock that were withdrawn from redemption, at a price of $10.26 per share (the "Market Purchase"). In connection with the Market Purchase, Boxwood agreed, among other things, (i) to sell to GSO Entity 1,000,000 shares of Class A common stock if the Market Purchase was not consummated in satisfaction of GSO Entity's obligations under the Commitment Letter (ii) to increase the original issue discount on the Preferred Units from 2% to 2.179% and (iii) to provide certain indemnification rights in connection with the Market Purchase.
Credit Agreement [Member] | Subsequent Events [Member]
Subsequent Events (Textual)
Subsequent events, description	The Business Combination, Buyer, as the initial borrower, entered into a senior credit facility (the "Credit Facility") consisting of (i) a $281.0 million senior secured Term Loan and (ii) a $40.0 million senior secured Revolver pursuant to that certain Credit Agreement dated February 14, 2020, as amended by that certain First Amendment dated as of March 30, 2020 and as amended by that certain Second Amendment, dated as of March 31, 2020, by and among Holdings, Buyer, and pursuant to the Business Combination, Atlas Intermediate, which became the new borrower by operation of law and as further provided in Section 9.19 of such Credit Agreement, the lenders party thereto, the issuing banks party thereto and Macquarie Capital Funding LLC, as administrative agent and swing line lender (the "Credit Agreement").