Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 31, 2020 | May 14, 2020 | |
| Entity Registrant Name | DiamondPeak Holdings Corp. | |
| Entity Central Index Key | 0001759546 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2020 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2020 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Small Business | true | |
| Entity Shell Company | true | |
| Entity File Number | 001-38821 | |
| Entity Incorporation State Country Code | DE | |
| Class A Common Stock | ||
| Entity Common Stock, Shares Outstanding | 28,000,000 | |
| Class B Common Stock | ||
| Entity Common Stock, Shares Outstanding | 7,000,000 |
Condensed Balance Sheets
| Condensed Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
| Current assets | ||
| Cash | $ 988,786 | $ 1,070,048 |
| Prepaid income taxes | 52,949 | |
| Prepaid expenses | 118,687 | 97,125 |
| Total Current Assets | 1,107,473 | 1,220,122 |
| Marketable securities held in Trust Account | 284,299,967 | 283,581,860 |
| Total Assets | 285,407,440 | 284,801,982 |
| Current liabilities | ||
| Accounts payable and accrued expenses | 192,279 | 289,767 |
| Income Taxes Payable | 129,364 | |
| Total Current Liabilities | 321,643 | 289,767 |
| Deferred underwriting fee payable | 9,800,000 | 9,800,000 |
| Total Liabilities | 10,121,643 | 10,089,767 |
| Commitments and contingencies (Note 6) | ||
| Common stock subject to possible redemption, 27,028,579 and 26,971,221 shares at $10.00 per share at March 31, 2020 and December 31, 2019, respectively | 270,285,790 | 269,712,210 |
| Stockholders' Equity | ||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
| Additional paid-in capital | 1,411,077 | 1,984,651 |
| Retained earnings | 3,588,133 | 3,014,551 |
| Total Stockholders' Equity | 5,000,007 | 5,000,005 |
| Total Liabilities and Stockholders' Equity | 285,407,440 | 284,801,982 |
| Class A common stock | ||
| Stockholders' Equity | ||
| Common stock value | 97 | 103 |
| Total Stockholders' Equity | 97 | 103 |
| Class B common stock | ||
| Stockholders' Equity | ||
| Common stock value | 700 | 700 |
| Total Stockholders' Equity | $ 700 | $ 700 |
Condensed Balance Sheets (Paren
| Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
| Common stock subject to possible redemption, shares | 27,028,579 | 26,971,221 |
| Common stock subject to possible redemption, par value | $ 10 | $ 10 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Class A Common Stock | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 971,421 | 1,028,779 |
| Common stock, shares outstanding | 971,421 | 1,028,779 |
| Class B Common Stock | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 10,000,000 | 10,000,000 |
| Common stock, shares issued | 7,000,000 | 7,000,000 |
| Common stock, shares outstanding | 7,000,000 | 7,000,000 |
Condensed Statements of Operati
| Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| General and administrative expenses | $ 162,262 | $ 88,263 |
| Loss from operations | (162,262) | (88,263) |
| Other income: | ||
| Interest earned on marketable securities held in Trust Account | 918,157 | 431,214 |
| Income before provision for income taxes | 755,895 | 342,951 |
| Provision for income taxes | (182,313) | (80,055) |
| Net income | $ 573,582 | $ 262,896 |
| Class A common stock | ||
| Other income: | ||
| Weighted average shares outstanding of Class A redeemable common stock | 28,000,000 | 26,444,444 |
| Basic and diluted net loss per share | $ 0.02 | $ 0.01 |
| Class B | ||
| Other income: | ||
| Weighted average shares outstanding of Class B non-redeemable common stock | 7,000,000 | 7,000,000 |
| Basic and diluted net loss per share | $ (0.02) | $ (0.01) |
Condensed Statements of Changes
| Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total | |
| Balance at Dec. 31, 2018 | [1] | $ 719 | $ 24,281 | $ (1,650) | $ 23,350 | |
| Balance, Shares at Dec. 31, 2018 | [1] | 7,187,500 | ||||
| Sale of 28,000,000 Units, net of underwriting discounts and offering costs | $ 2,800 | 264,067,038 | 264,069,838 | |||
| Sale of 28,000,000 Units, net of underwriting discounts and offering costs, Shares | 28,000,000 | |||||
| Sale of 5,066,667 Private Placement Warrants | 7,600,000 | 7,600,000 | ||||
| Sale of 5,066,667 Private Placement Warrants, Shares | ||||||
| Forfeiture of 812,500 shares of Class B common stock by Sponsor | $ (81) | 81 | ||||
| Forfeiture of 812,500 shares of Class B common stock by Sponsor, Shares | (812,500) | |||||
| Issuance of Class B common stock to Anchor Investor | $ 81 | 2,745 | 2,826 | |||
| Issuance of Class B common stock to Anchor Investor, Shares | 812,500 | |||||
| Forfeiture of 187,500 shares of Class B common stock by Sponsor | $ (19) | 19 | ||||
| Forfeiture of 187,500 shares of Class B common stock by Sponsor, Shares | (187,500) | |||||
| Common stock subject to possible redemption | $ (2,670) | (266,956,230) | (266,958,900) | |||
| Common stock subject to possible redemption, Shares | (26,695,890) | |||||
| Net income | 262,896 | 262,896 | ||||
| Balance at Mar. 31, 2019 | $ 130 | $ 700 | 4,737,934 | 261,246 | 5,000,010 | |
| Balance, Shares at Mar. 31, 2019 | 1,304,110 | 7,000,000 | ||||
| Balance at Dec. 31, 2019 | $ 103 | $ 700 | 1,984,651 | 3,014,551 | 5,000,005 | |
| Balance, Shares at Dec. 31, 2019 | 1,028,779 | 7,000,000 | ||||
| Common stock subject to possible redemption | $ (6) | (573,574) | (573,580) | |||
| Common stock subject to possible redemption, Shares | (57,358) | |||||
| Net income | 573,582 | 573,582 | ||||
| Balance at Mar. 31, 2020 | $ 97 | $ 700 | $ 1,411,077 | $ 3,588,133 | $ 5,000,007 | |
| Balance, Shares at Mar. 31, 2020 | 971,421 | 7,000,000 | ||||
| [1] | This number included up to 937,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 18, 2019, the underwriters elected to partially exercise their over-allotment option and, as a result, 187,500 shares were forfeited (see Note 5). | |||||
Condensed Statements of Chang_2
| Condensed Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | 12 Months Ended |
| Dec. 31, 2019shares | |
| Statement of Stockholders' Equity [Abstract] | |
| Sale of net of underwriting discounts and offering costs | 28,000,000 |
| Sale of private placement warrants shares | 5,066,667 |
| Forfeiture shares of Class B common stock by Sponsor | 812,500 |
| Forfeiture shares of Class B common stock by Sponsor | 187,500 |
| Shares subject to forfeiture | 937,500 |
Condensed Statements of Cash Fl
| Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Cash Flows from Operating Activities: | ||
| Net income | $ 573,582 | $ 262,896 |
| Adjustments to reconcile net income to net cash used in operating activities: | ||
| Interest earned on marketable securities held in the Trust Account | (918,157) | (431,214) |
| Changes in operating assets and liabilities: | ||
| Prepaid income taxes | 52,949 | |
| Prepaid expenses | (21,562) | (159,562) |
| Accounts payable and accrued expenses | (97,488) | 77,445 |
| Income taxes payable | 129,364 | 80,055 |
| Net cash used in operating activities | (281,312) | (170,380) |
| Cash Flows from Investing Activities: | ||
| Cash invested in Trust Account | (280,000,000) | |
| Cash withdrawn from Trust Account to pay franchise taxes | 200,050 | |
| Net cash provided by (used in) investing activities | 200,050 | (280,000,000) |
| Cash Flows from Financing Activities: | ||
| Proceeds from issuance of Class B common stock | 2,826 | |
| Proceeds from sale of Units, net of underwriting fee paid | 274,400,000 | |
| Proceeds from sale of Private Placement Warrants | 7,600,000 | |
| Proceeds from promissory note - related party | 185,970 | |
| Repayment of promissory note - related party | (223,470) | |
| Payment of offering costs | (469,124) | |
| Net cash provided by financing activities | 281,496,202 | |
| Net Change in Cash | (81,262) | 1,325,822 |
| Cash – Beginning of period | 1,070,048 | 20,000 |
| Cash – End of period | 988,786 | 1,345,822 |
| Non-cash investing and financing activities: | ||
| Initial classification of common stock subject to possible redemption | 266,693,780 | |
| Change in value of common stock subject to possible redemption | 573,580 | 265,120 |
| Deferred underwriting fee payable | 9,800,000 | |
| Offering costs included in accrued offering costs | $ 18,538 | |
Description of Organization and
| Description of Organization and Business Operations | 3 Months Ended |
| Mar. 31, 2020 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DiamondPeak Holdings Corp. (the "Company") was incorporated in Delaware on November 13, 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"). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the real estate sector. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2020, the Company had not commenced any operations. All activity through March 31, 2020 relates to the Company's formation, the initial public offering ("Initial Public Offering"), which is described below, and its efforts to identify a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the investment of the net proceeds derived from the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants. The registration statement for the Company's Initial Public Offering was declared effective on February 27, 2019. On March 4, 2019, the Company consummated the Initial Public Offering of 25,000,000 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 $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the "Private Placement Warrants") at a price of $1.50 per Private Placement Warrant in a private placement to the Company's sponsor, DiamondPeak Sponsor LLC, a Delaware limited liability company (the "Sponsor") and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the "Anchor Investor"; and together with the Sponsor, the "initial stockholders"), generating gross proceeds of $7,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 4, 2019, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account ("Trust Account") to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund 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. On March 18, 2019, in connection with the underwriters' election to partially exercise their over-allotment option, the Company sold an additional 3,000,000 Units at $10.00 per Unit and sold an additional 400,000 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total gross proceeds of $30,600,000. Following such closing, an additional $30,000,000 of net proceeds ($10.00 per Unit) was deposited in the Trust Account, resulting in $280,000,000 ($10.00 per Unit) in aggregate deposited into the Trust Account. Transaction costs amounted to $15,930,162, consisting of $5,600,000 of underwriting fees, $9,800,000 of deferred underwriting fees and $530,162 of other offering costs. In addition, as of March 31, 2020, cash of $988,786 was held outside of the Trust Account and is available for working capital purposes. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the exercise of the over-allotment option and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company's initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the "Investment Company Act"). There is no assurance that the Company will be able to complete a Business Combination successfully. 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 (initially approximately $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company's Sponsor, officers and directors have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it 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, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 4, 2021 to complete a Business Combination (the "Combination Period"). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (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 initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than 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 be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per 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. This liability will not apply with respect 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"). 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 (except for the independent registered public accounting firm), 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 | 3 Months Ended |
| Mar. 31, 2020 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 25, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 4, 2021. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed 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 financial statements and the reported amounts of 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 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 Marketable Securities Held in Trust Account At March 31, 2020 and December 31, 2019, the assets held in the Trust Account were invested in money market funds. 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 feature redemption rights that is 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, at March 31, 2020 and December 31, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's condensed balance sheets. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,930,162 were charged to stockholders' equity upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 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 within the condensed financial statements 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. As of March 31, 2020 and December 31, 2019, the Company had a deferred tax asset of approximately $111,000 and $88,000, respectively, which had a full valuation allowance recorded against it of approximately $111,000 and $88,000, respectively. The Company's currently taxable income primarily consists of interest income earned on the funds in the Trust Account. The Company's general and administrative costs (net of applicable franchise taxes) are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2020 and 2019, the Company recorded income tax expense of approximately $182,000 and $80,000, respectively, primarily related to interest income earned on the Trust Account. The Company's effective tax rate for the three months ended March 31, 2020 and 2019 was approximately 24% and 23%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. 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 and penalties as of March 31, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 14,400,000 shares of Class A common stock in the aggregate. The Company's condensed statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $918,157 and $431,214 for the three months ended March 31, 2020 and 2019, respectively, net of applicable franchise and income taxes of $232,313 and $130,055 for the three months ended March 31, 2020 and 2019, respectively, by the weighted average number of Class A redeemable common stock outstanding of 28,000,000 shares and 26,444,444 shares for the three months ended March 31, 2020 and 2019, respectively. Net loss per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing net income, adjusted for income attributable to Class A redeemable common stock of $685,844 and $301,159 for the three months ended March 31, 2020 and 2019, respectively, by the weighted average number of shares of Class B non-redeemable common stock outstanding of 7,000,000 shares for the three months ended March 31, 2020 and 2019. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. At March 31, 2020 and December 31, 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed financial statements. |
Initial Public Offering
| Initial Public Offering | 3 Months Ended |
| Mar. 31, 2020 | |
| Initial Public Offering [Abstract] | |
| INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters on March 18, 2019 upon the underwriters' election to partially exercise their over-allotment option at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant ("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
| Private Placement | 3 Months Ended |
| Mar. 31, 2020 | |
| Private Placement [Abstract] | |
| PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Anchor Investor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,000,000. On March 18, 2019, in connection with the underwriters' election to partially exercise their over-allotment option, the Company sold an additional 400,000 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering and the exercise of the over-allotment option 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 will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants. |
Related Party Transactions
| Related Party Transactions | 3 Months Ended |
| Mar. 31, 2020 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 13, 2018, the Sponsor purchased 7,187,500 shares (the "Founder Shares") of the Company's Class B common stock for an aggregate price of $25,000. In February 2019, the Sponsor forfeited 812,500 Founder Shares and the Anchor Investor purchased 812,500 Founder Shares for an aggregate purchase price of approximately $3,000, or approximately $0.003 per share. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the initial stockholders would own, on an as-converted basis, 20% of the Company's issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters' election to partially exercise their over-allotment option, 187,500 Founder Shares were forfeited and 750,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note – Related Party On November 13, 2018, Company issued the Sponsor a promissory note, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering (the "Promissory Note"). The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2019 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $223,470 were repaid upon the consummation of the Initial Public Offering on March 4, 2019. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. There are no outstanding Working Capital Loan balances as of March 31, 2020 and December 31, 2019. Administrative Support Agreement The Company entered into an agreement, commencing on the February 27, 2019 through the earlier of the Company's consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. For the three months ended March 31, 2020 and 2019, the Company incurred $30,000 and $10,000, respectively, in fees for these services, of which $30,000 and $0 of such fees are included in accounts payable and accrued expenses in the accompanying condensed balance sheets as of March 31, 2020 and December 31, 2019, respectively. |
Commitments and Contingencies
| Commitments and Contingencies | 3 Months Ended |
| Mar. 31, 2020 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the coronavirus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on February 27, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 18, 2019, the underwriters elected to partially exercise their over-allotment option to purchase 3,000,000 Units at a purchase price of $10.00 per Unit. In connection with the closing of the Initial Public Offering and the over-allotment option, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,600,000. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,800,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of the deferred fees may be paid to third parties who did not participate in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating its Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company's management team, and such third parties will be selected by the management team in their sole and absolute discretion; provided, that no single third party (together with its affiliates) may be paid an amount in excess of the portion of the aggregate deferred underwriting commission paid to the underwriter unless the parties otherwise agree. |
Stockholders' Equity
| Stockholders' Equity | 3 Months Ended |
| Mar. 31, 2020 | |
| Equity [Abstract] | |
| STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS' EQUITY Preferred Stock Common Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants for Cash ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days' prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Shares of Class A Common Stock ● in whole and not in part; ● at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company's Class A common stock; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last reported sale price of the Company's Class A common stock equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company's Class A common stock) as the Company's outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a newly issued price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
| Fair Value Measurements | 3 Months Ended |
| Mar. 31, 2020 | |
| Fair Value Disclosures [Abstract] | |
| FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS 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 March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2020 December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 284,299,967 $ 283,581,860 |
Subsequent Events
| Subsequent Events | 3 Months Ended |
| Mar. 31, 2020 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
| Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
| Mar. 31, 2020 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 25, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. |
| Going Concern | Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 4, 2021. |
| 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
| Use of Estimates | Use of Estimates The preparation of the condensed 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 financial statements and the reported amounts of 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 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 Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At March 31, 2020 and December 31, 2019, the assets held in the Trust Account were invested in money market funds. |
| 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 feature redemption rights that is 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, at March 31, 2020 and December 31, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's condensed balance sheets. |
| Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,930,162 were charged to stockholders' equity upon the completion of the Initial Public Offering. |
| Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 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 within the condensed financial statements 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. As of March 31, 2020 and December 31, 2019, the Company had a deferred tax asset of approximately $111,000 and $88,000, respectively, which had a full valuation allowance recorded against it of approximately $111,000 and $88,000, respectively. The Company's currently taxable income primarily consists of interest income earned on the funds in the Trust Account. The Company's general and administrative costs (net of applicable franchise taxes) are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2020 and 2019, the Company recorded income tax expense of approximately $182,000 and $80,000, respectively, primarily related to interest income earned on the Trust Account. The Company's effective tax rate for the three months ended March 31, 2020 and 2019 was approximately 24% and 23%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. 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 and penalties as of March 31, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
| Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 14,400,000 shares of Class A common stock in the aggregate. The Company's condensed statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $918,157 and $431,214 for the three months ended March 31, 2020 and 2019, respectively, net of applicable franchise and income taxes of $232,313 and $130,055 for the three months ended March 31, 2020 and 2019, respectively, by the weighted average number of Class A redeemable common stock outstanding of 28,000,000 shares and 26,444,444 shares for the three months ended March 31, 2020 and 2019, respectively. Net loss per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing net income, adjusted for income attributable to Class A redeemable common stock of $685,844 and $301,159 for the three months ended March 31, 2020 and 2019, respectively, by the weighted average number of shares of Class B non-redeemable common stock outstanding of 7,000,000 shares for the three months ended March 31, 2020 and 2019. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. At March 31, 2020 and December 31, 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
| Financial instruments | Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed financial statements. |
Fair Value Measurements (Tables
| Fair Value Measurements (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Fair Value Disclosures [Abstract] | |
| Schedule of assets are measured at fair value on a recurring basis | Description Level March 31, 2020 December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 284,299,967 $ 283,581,860 |
Description of Organization a_2
| Description of Organization and Business Operations (Details) - USD ($) | Mar. 18, 2019 | Mar. 04, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
| Description of Organization and Business Operations (Textual) | ||||
| Gross proceeds private placement warrants | $ 7,600,000 | |||
| Transaction costs | 15,930,162 | |||
| Underwriting fees | 5,600,000 | |||
| Deferred underwriting fees | 9,800,000 | |||
| Other offering costs | 530,162 | |||
| Cash held outside of trust account | $ 988,786 | |||
| Business combination fair market value, percentage | 80.00% | |||
| Business combination percentage of voting securities | 50.00% | |||
| Business combination net tangible assets | $ 5,000,001 | |||
| Class A common stock sold, description | Aggregate of 15% or more of the Public Shares. | |||
| Price per unit sold | $ 10 | |||
| Percentage of aggregate of public shares | 15.00% | |||
| Founder Shares [Member] | ||||
| Description of Organization and Business Operations (Textual) | ||||
| Description of proposed offering to business combination | The Company’s obligation to redeem 100% of its Public Shares. | |||
| Initial Public Offering [Member] | ||||
| Description of Organization and Business Operations (Textual) | ||||
| Sale of price per unit | $ 10 | |||
| Description of proposed offering to business combination | The Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (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. | |||
| Private Placement Warrants [Member] | ||||
| Description of Organization and Business Operations (Textual) | ||||
| Sale of price per unit | $ 10 | |||
| Consummated sale of warrants | 4,666,667 | |||
| Price of per warrant | $ 10 | $ 1.50 | ||
| Gross proceeds private placement warrants | $ 30,600,000 | $ 7,000,000 | ||
| Net proceeds of sale of units | 30,000,000 | $ 250,000,000 | ||
| Deposited trust account | $ 280,000,000 | |||
| Trust account of units | $ 10 | |||
| Over-Allotment Option [Member] | ||||
| Description of Organization and Business Operations (Textual) | ||||
| Gross proceeds initial public offering | $ 3,750,000 | |||
| Sale of price per unit | 10 | |||
| Price of per warrant | $ 1.50 | |||
| Gross proceeds private placement warrants | $ 400,000 | |||
| Additional sale of shares | 3,000,000 | |||
| Class A common stock | Initial Public Offering [Member] | ||||
| Description of Organization and Business Operations (Textual) | ||||
| Consummated initial public offering | 25,000,000 | |||
| Gross proceeds initial public offering | $ 250,000,000 | |||
| Sale of price per unit | $ 10 | |||
| Maximum maturity of securities held in trust account | 180 days |
Summary of Significant Accoun_3
| Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
| Summary of Significant Accounting Policies (Textual) | |||
| Federal depository insurance coverage | $ 250,000 | $ 250,000 | |
| Purchase of common stock | 685,844 | 301,159 | |
| Applicable franchise and income taxes | $ 232,313 | $ 130,055 | |
| Interest earned on marketable securities held in Trust Account | 918,157 | 431,214 | |
| Deferred tax asset | 111,000 | 88,000 | |
| Valuation allowance | 111,000 | 88,000 | |
| Income tax expense | $ 182,313 | $ 80,055 | $ 80,000 |
| Income tax rate | 24.00% | 23.00% | |
| Class A Common Stock [Member] | |||
| Summary of Significant Accounting Policies (Textual) | |||
| Purchase of common stock | 14,400,000 | ||
| Weighted average shares outstanding of Class A redeemable common stock | 28,000,000 | 26,444,444 | |
| Class B common stock | |||
| Summary of Significant Accounting Policies (Textual) | |||
| Weighted average shares outstanding of Class B non-redeemable common stock | 7,000,000 | 7,000,000 | |
| Initial Public Offering [Member] | |||
| Summary of Significant Accounting Policies (Textual) | |||
| Offering costs | $ 15,930,162 | ||
Initial Public Offering (Detail
| Initial Public Offering (Details) | Mar. 18, 2019$ / sharesshares |
| Class A Common Stock [Member] | |
| Initial Public Offering (Textual) | |
| Public warrant description | Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. |
| Underwriters [Member] | |
| Initial Public Offering (Textual) | |
| Sale of units | 3,000,000 |
| Exercise option price per share | $ / shares | $ 10 |
| Underwriters [Member] | Initial Public Offering [Member] | |
| Initial Public Offering (Textual) | |
| Sale of units | 28,000,000 |
Private Placement (Details)
| Private Placement (Details) - USD ($) | Mar. 18, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 04, 2019 |
| Private Placement (Textual) | ||||
| Aggregate purchase price | $ 7,600,000 | |||
| Private Placement [Member] | ||||
| Private Placement (Textual) | ||||
| Purchase of private placement warrants | 4,666,667 | |||
| Price per warrant | $ 1.50 | $ 10 | ||
| Aggregate purchase price | $ 30,600,000 | $ 7,000,000 | ||
| Private Placement [Member] | Sponsor [Member] | ||||
| Private Placement (Textual) | ||||
| Private placement warrant, description | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. | |||
| Sale of additional private placement warrants | 400,000 | |||
| Sale price of private placement warrant | $ 1.50 | |||
| Gross proceeds of private placement | $ 600,000 |
Related Party Transactions (Det
| Related Party Transactions (Details) - USD ($) | Mar. 18, 2019 | Nov. 13, 2018 | Mar. 04, 2019 | Feb. 27, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
| Related Party Transactions (Textual) | |||||||
| Business combination, description | (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
| Sponsor monthly fee | $ 10,000 | ||||||
| Working capital loans | $ 1,500,000 | ||||||
| Converted into warrants at price per warrant | $ 1.50 | ||||||
| Fees for services | $ 30,000 | $ 10,000 | |||||
| Sponsor forfeited shares | 187,500 | 812,500 | |||||
| Aggregate purchase price | $ 3,000 | ||||||
| Accounts payable and accrued expenses | 30,000 | 0 | |||||
| Class B common stock | |||||||
| Related Party Transactions (Textual) | |||||||
| Issuance of common stock to sponsor | $ 700 | $ 700 | |||||
| Sponsor forfeited shares | 812,500 | ||||||
| Over-Allotment Option [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Aggregate shares held by sponsor subject to forfeiture | 187,500 | ||||||
| Founder Shares [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Aggregate shares held by sponsor subject to forfeiture | 937,500 | ||||||
| Issued and outstanding shares, percentage | 20.00% | ||||||
| Purchased sponsor, shares | 7,187,500 | ||||||
| Aggregate purchase share price | $ 0.003 | ||||||
| Founder Shares [Member] | Class B common stock | |||||||
| Related Party Transactions (Textual) | |||||||
| Issuance of common stock to sponsor | $ 25,000 | ||||||
| Investor [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Conversion ratio | One-for-one basis | ||||||
| Aggregate shares held by sponsor subject to forfeiture | 750,000 | ||||||
| Sponsor forfeited shares | 812,500 | ||||||
| Promissory Note - Related Party [Member] | Initial Public Offering [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Aggregate purchase price | $ 300,000 | ||||||
| Outstanding promissory note | $ 223,470 |
Commitments and Contingencies (
| Commitments and Contingencies (Details) - Over-Allotment Option [Member] - USD ($) | Mar. 18, 2019 | Mar. 31, 2020 |
| Commitments and Contingencies (Textual) | ||
| Purchase additional units of initial public offering | $ 3,750,000 | |
| Over-allotment option purchase | 3,000,000 | |
| Over-allotment option purchase price | $ 10 | |
| Cash underwriting discount per share | $ 0.20 | |
| Cash underwriting discount | $ 5,600,000 | |
| Deferred fee | $ 9,800,000 | |
| Deferred fee per share | $ 0.35 |
Stockholders' Equity (Details)
| Stockholders' Equity (Details) - $ / shares | 3 Months Ended | |
| Mar. 31, 2020 | Dec. 31, 2019 | |
| Stockholders' Equity (Textual) | ||
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Description of public warrants for redemption | Redemptions of Warrants for Cash — Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days' prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. | |
| Description of outstanding warrants for redemption | Redemption of Warrants for Shares of Class A Common Stock — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company's Class A common stock; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last reported sale price of the Company's Class A common stock equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company's Class A common stock) as the Company's outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. | |
| Business combination price | $ 9.20 | |
| Shares issued and outstanding ownership percentage | 20.00% | |
| Percentage of warrants adjustment | 115.00% | |
| Class A common stock | ||
| Stockholders' Equity (Textual) | ||
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares issued | 971,421 | 1,028,779 |
| Common stock, shares outstanding | 971,421 | 1,028,779 |
| Common stock subject to possible redemption | 27,028,579 | 26,971,221 |
| Class B common stock | ||
| Stockholders' Equity (Textual) | ||
| Common stock, shares authorized | 10,000,000 | 10,000,000 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares issued | 7,000,000 | 7,000,000 |
| Common stock, shares outstanding | 7,000,000 | 7,000,000 |
Fair Value Measurements (Detail
| Fair Value Measurements (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
| Level 1 [Member] | ||
| Assets: | ||
| Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 284,299,967 | $ 283,581,860 |