Alta Equipment (ALTG) 10-Q 12 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Entity Registrant Name	B. Riley Principal Merger Corp.
Entity Central Index Key	0001759824
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity File Number	001-38864
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Incorporation State Country Code	DE
Class A Common Stock
Entity Common Stock, Shares Outstanding		14,837,500
Class B Common Stock
Entity Common Stock, Shares Outstanding		3,593,750

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 983,342	$ 49,658
Prepaid expenses	149,082
Total current assets	1,132,424	49,658
Deferred offering costs		162,500
Cash held in Trust Account	145,401,525
Total assets	146,533,949	212,158
Current liabilities
Accounts payable	279,530	162,500
Payable to related party	69,641	8,279
Income taxes payable	280,000
Note payable - related party		50,000
Total liabilities	629,171	220,779
Class A common stock subject to possible redemption; 13,966,399 shares (at redemption value of approximately $10.09 per share)	140,904,769
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	3,955,421
Retained earnings (deficit)	1,044,142	(8,980)
Total stockholders' equity (deficit)	5,000,009	(8,621)
Total liabilities and stockholders' equity (deficit)	146,533,949	212,158
Common Class A
Stockholders' equity (deficit):
Common stock	87
Total stockholders' equity (deficit)	87
Common Stock B
Stockholders' equity (deficit):
Common stock	359	359
Total stockholders' equity (deficit)	$ 359	$ 359

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
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
Common stock,subject to possible redemption,shares	13,966,399
Common Class A
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	871,101	871,101
Common stock, shares outstanding	871,101	871,101
Common stock,subject to possible redemption,shares	13,966,399
Common stock subject to possible redemption par value	$ 10.09
Common Stock B
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	3,593,750	3,593,750
Common stock, shares outstanding	3,593,750	3,593,750

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Operating costs		$ 202,634		$ 321,058
Loss from operations		(202,634)		(321,058)
Other income:
Interest income		793,333		1,654,180
Income (loss) before provision for income taxes		590,699		1,333,122
Provision for income taxes		(123,900)		(280,000)	(800)
Net income (loss)		$ 466,799		$ 1,053,122	$ (800)
Weighted average shares outstanding, basic and diluted	[1]	4,443,143	3,125,000	3,952,025	3,125,000
Basic and diluted loss per common share	[2]	$ (0.03)	$ 0	$ (0.05)	$ 0
[1]	Excludes an aggregate of 13,966,399 shares of common stock subject to possible redemption at September 30, 2019.
[2]	Loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $601,267 and $1,243,792 for the three and nine months ended September 30, 2019, respectively.

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parenthetical)	3 Months Ended	9 Months Ended
	Sep. 30, 2019USD ($)shares	Sep. 30, 2019USD ($)shares
Income Statement [Abstract]
Common stock,subject to possible redemption,shares | shares	13,966,399	13,966,399
Loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption | $	$ 601,267	$ 1,243,792

Condensed Statements of Changes

Condensed Statements of Changes in Stockholder's Equity (Deficit) (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Total
Balance at Dec. 31, 2017		$ 359		$ (7,838)	$ (7,479)
Balance, shares at Dec. 31, 2017		3,593,750
Net income (Loss)				(800)	(800)
Balance at Sep. 30, 2018		$ 359		(8,638)	(8,279)
Balance, shares at Sep. 30, 2018		3,593,750
Balance at Jun. 30, 2018		$ 359		(8,638)	(8,279)
Balance, shares at Jun. 30, 2018		3,593,750
Net income (Loss)
Balance at Sep. 30, 2018		$ 359		(8,638)	(8,279)
Balance, shares at Sep. 30, 2018		3,593,750
Balance at Dec. 31, 2018		$ 359		(8,980)	(8,621)
Balance, shares at Dec. 31, 2018		3,593,750
Class A common stock issued net of offering costs of $3,534,723	$ 1,438		140,233,839		140,235,277
Class A common stock issued net of offering costs of $3,534,723, shares	14,375,000
Private Placement of Class A common stock issued	$ 46		4,624,954		4,625,000
Private Placement of Class A common stock issued, shares	462,500
Common stock subect to possible redemption	$ (1,397)		(140,903,372)		(140,904,769)
Common stock subect to possible redemption, shares	(13,966,400)
Net income (Loss)				1,053,122	1,053,122
Balance at Sep. 30, 2019	$ 87	$ 359	3,955,421	1,044,142	5,000,009
Balance, shares at Sep. 30, 2019	871,100	3,593,750
Balance at Jun. 30, 2019	$ 85	$ 359	4,422,222	577,343	5,000,009
Balance, shares at Jun. 30, 2019	849,393	3,593,750
Common stock subect to possible redemption	$ 2		(381,801)		(381,799)
Common stock subect to possible redemption, shares	21,707
Offering costs in connection with Class A common stock			(85,000)		(85,000)
Net income (Loss)				466,799	466,799
Balance at Sep. 30, 2019	$ 87	$ 359	$ 3,955,421	$ 1,044,142	$ 5,000,009
Balance, shares at Sep. 30, 2019	871,100	3,593,750

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholder's Equity (Deficit) (Unaudited) (Parenthetical)	9 Months Ended
	Sep. 30, 2019USD ($)
Statement of Stockholders' Equity [Abstract]
Net of offering costs	$ 3,534,723

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net income	$ 1,053,122	$ (800)
Interest earned on investments held in Trust Account	(1,651,525)
Change in operating assets and liabilities:
Prepaid expenses	(149,082)
Accounts payable	279,530
Payable to related party	61,362
Income taxes payable	280,000	800
Net cash (used in) provided by operating activities	(126,593)	800
Cash flows from investing activities:
Proceeds deposited in Trust Account	(143,750,000)
Net cash used in investing activities	(143,750,000)
Cash flows from financing activities:
Proceeds from note payable - related party	19,750
Repayment of note payable - related party	(69,750)
Proceeds from sale of Units in Public Offering	143,750,000
Proceeds from sale of Units in Private Placement	4,625,000
Payment of underwriting discounts	(2,875,000)
Payment of offering costs	(639,723)
Net cash provided by financing activities	144,810,277
Increase in cash	933,684	800
Cash, beginning of year	49,658
Cash, end of period	983,342	800
Supplemental disclosures:
Interest paid
Taxes paid		$ 800

Organization and Nature of Busi

Organization and Nature of Business Operations	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS	NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS Organization and General B. Riley Principal Merger Corp. (the "Company"), a blank check corporation, was incorporated as a Delaware corporation on October 30, 2018. The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). On November 14, 2018, GA International Services Corp. ("GA International"), a California corporation, owned by Great American Group, LLC ("Great American"), a wholly owned subsidiary of B. Riley Financial, Inc. ("B. Riley Financial"), merged into the Company. GA International operated as GA International Services, LLC, a former California limited liability company, from the date of its incorporation on October 9, 2012 through November 5, 2018, the date it was converted from a limited liability company to a California corporation. All of the membership interests in GA International Services, LLC were issued to Great American in 2012. 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 (an "Initial Business Combination"). All activity of the Company includes the activity of GA International as if GA International, which was owned by the Company from inception and activity related to the initial public offering on April 11, 2019 (the "Public Offering") described below and evaluating prospective acquisition targets for an Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering described below. The Company will generate non-operating income in the form of interest or dividend income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined below). Public Offering The Company completed the sale of 12,500,000 Units at an offering price of $10.00 per unit through the Public Offering. B. Riley Principal Sponsor Co., LLC (the "Sponsor"), a Delaware limited liability company, was incorporated on October 11, 2018 as a wholly owned indirect subsidiary of B. Riley Financial. The Sponsor subscribed to purchase an aggregate of 425,000 Units at a price of $10.00 per unit (the "Private Placement Unit") in a private placement that closed on April 11, 2019 simultaneously with the Public Offering. The sale of the 12,500,000 Units generated gross proceeds of $125,000,000, less underwriting commissions of $2,500,000 (2% of gross proceeds) and other offering costs of $639,723. The Private Placement Units generated $4,250,000 of proceeds. Each unit consists of one share of the Company's Class A common stock, $0.0001 par value (each a "public share"), and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a "Warrant" and, collectively, the "Warrants" and, with respect to the warrants underlying the Private Placement Units, the "Private Placement Warrants"). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share. The Company granted the underwriters a 45-day option to purchase on a pro rata basis up to 1,875,000 additional units at the initial public offering price less the underwriting discounts and commissions. On April 12, 2019, the Company consummated the closing of the sale of 1,875,000 additional units ("Overallotment Units") upon receiving notice of the underwriters' election to exercise their overallotment option, generating additional gross proceeds of $18,750,000 and incurring additional offering costs of $375,000 (2% of gross proceeds) in underwriting fees. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 37,500 Private Placement Units to the Sponsor, generating gross proceeds of $375,000. In addition, as a result of the underwriters' election to exercise their overallotment option the Founder Shares, as defined in Note 3, were no longer forfeitable. Note Payable - Related Party On November 16, 2018, the Sponsor agreed to loan the Company up to $300,000 (see Note 3) to support the Company's initial formation and operations. At December 31, 2018, $50,000 was outstanding on the loan and such loan was repaid using proceeds from the Public Offering on April 12, 2019. The Trust Account Upon completion of the Public Offering and issuance of the Overallotment Units, $143,750,000 of proceeds were deposited in the Trust Account to be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00 per share. The balance in the Trust Account at September 30, 2019 was $145,401,525. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 18 months from the closing of the Public Offering; or (iii) the redemption of all of the Company's public shares if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Public Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public stockholders. Initial Business Combination The Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account less taxes payable on interest earned on the Trust Account. There is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public stockholders with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, "Distinguishing Liabilities from Equity." Pursuant to the Company's amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 but less taxes payable (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. Letter Agreement The Company's Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed, among other things (a) to waive their redemption rights with respect to any Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of the Initial Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of its public shares if it does not complete an Initial Business Combination within 18 months from the closing of the Public Offering and (c) to vote their Founder Shares and any Public Shares purchased during or after the Public Offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination. Forward Purchase Agreement B. Riley Principal Investments, LLC ("BRPI"), a Delaware limited liability company and an affiliate of the Sponsor, entered into a forward purchase agreement with the Company to provide for the purchase by it (or its designees) of an aggregate of 2,500,000 units at $10.00 per unit for an aggregate purchase price of $25,000,000 in a private placement to close concurrently with the closing of the Initial Business Combination. The proceeds from the sale of the forward purchase units may be used as part of the consideration to the sellers in the Initial Business Combination, to pay expenses in connection with the Initial Business Combination or for working capital in the post-business combination company. The forward purchase will be required to be made regardless of whether any Class A common stock is redeemed by the Company's public stockholders and is intended to provide the Company with a minimum funding level for the Initial Business Combination. The forward purchaser will not have the ability to approve the Initial Business Combination prior to the signing of a material definitive agreement. The forward purchase units will be issued only in connection with the closing of the Initial Business Combination. The Sponsor and the Company's officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Public Offering. However, if the Sponsor or any of the Company's directors or officers acquires shares of Class A common stock in or after the Public Offering, they are entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company's remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company's stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. NYSE Notification On August 20, 2019, the Company received a written notice (the "Notice") from the staff of the NYSE Regulation division of the New York Stock Exchange ("NYSE") indicating that the Company is not currently in compliance with Section 802.01B of the NYSE Listed Company Manual (the "Manual"), which requires the Company to maintain a minimum of 300 public stockholders on a continuous basis. In accordance with Sections 801 and 802 of the Manual, the Company had a period of 45 days to respond with a business plan that demonstrates how the Company expects to return to compliance with the minimum public stockholder requirement within 18 months of receipt of the Notice. The Company anticipates that it will satisfy this listing requirement within such time period once it consummates the Initial Business Combination. The Company has submitted a business plan to return to compliance with the minimum public stockholder requirement within the required timeframe. The Listings Operations Committee (the "Committee") of the NYSE is reviewing the business plan. If the Committee accepts the business plan, the Company's securities will remain listed on the NYSE and will be subject to quarterly monitoring for compliance with such plan. If the Committee does not accept the business plan, the Company will be subject to suspension and delisting procedures. The Company's Class A common stock, warrants and units, which trade under the symbols "BRPM," "BRPM WS" and "BRPM.U," respectively, will continue to be listed and traded on the NYSE during the cure period, subject to the Company's compliance with the NYSE's other applicable continued listing standards, and will bear the indicator ".BC" on the consolidated tape to indicate noncompliance with the NYSE's continued listing standards.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company's unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's prospectus filed with the SEC on April 9, 2019, as well as the Company's audited balance sheet statement and notes thereto included in the Company's Form 8-K filed with the SEC on April 17, 2019. Emerging Growth Company 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 an 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. Income (Loss) Per Common Share Income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income (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 Offering and the Private Placement to purchase 7,418,750 shares of Class A common stock, in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. In connection with the Company's merger with GA International on November 14, 2018, the Company completed a stock split 1 to 3,593,750 shares of Class B common stock on November 19, 2018. The financial statements have been retroactively adjusted to reflect the stock split for all periods presented. Reconciliation of Income (Loss) Per Common Share The Company's net income is adjusted for the portion of income that is attributable to shares of 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 income (loss) per share is calculated as follows: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income (loss) $ 466,799 $ — $ 1,053,122 $ (800 ) Less: Income attributable to common stock subject to possible redemption (601,267 ) — (1,243,792 ) — Adjusted net loss $ (134,468 ) $ — $ (190,670 ) $ (800 ) Weighted average shares outstanding, basic and diluted 4,443,143 3,125,000 3,952,025 3,125,000 Basic and diluted loss per common share $ (0.03 ) $ (0.00 ) $ (0.05 ) $ (0.00 ) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions with original maturities of 90 days or less. The Company did not have any cash equivalents as of September 30, 2019 and December 31, 2018. Class A Common Stock Subject To Possible Redemption At discussed in Note 1, all of the 14,375,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, "Distinguishing Liabilities From Equity," redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheets, primary due to their short- term nature. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — "Expenses of Offering." Deferred offering costs of $162,500 as of December 31, 2018, consisted principally of costs incurred in connection with preparation for the Public Offering. The total offering costs incurred by the Company in connection with the Public Offering was $639,723. These costs and the underwriter discount, of $2,875,000, were charged to capital upon completion of the Public Offering. Income Taxes The Company is currently taxed as a corporation for U.S. federal income tax purposes. As a corporation, for tax purposes, the Company is subject to U.S. federal and various state and local income taxes on its earnings. For periods prior to April 11, 2019, the date of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the "Parent"). During this period, the Company calculated its tax liability and provision for income taxes by using a "separate return" method. Under this method the Company was assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. Following changes in ownership on April 11, 2019, the Company deconsolidated from the Parent for tax purposes. Beginning April 11, 2019, the Company files separate corporate federal and state and local income tax returns. 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 and penalties as of September 30, 2019 and December 31, 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. On December 22, 2017, the Tax Cut and Jobs Act (the "Tax Act") was enacted into law resulting in a reduction in the federal corporate income tax rate from 35% to 21% for years beginning in 2018. The enactment of the Tax Act also requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company was at the time of the law change organized as a limited liability company ("LLC") that had elected to be treated as a single member LLC under the Internal Revenue Code. As such, income, losses, and other tax attributes were primarily passed through to the sole owner. The Company upon conversation to a C-Corporation became subject to the new rates and requirements for corporations under the Tax Act. For the three and nine months ended September 30, 2019, the Company recorded income tax expense of $123,900 and $280,000, respectively, primarily related to interest income earned on the Trust Account. Unrecognized Tax Benefits The Company recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of September 30, 2019 and December 31, 2018. The Company is subject to income tax examinations by major taxing authorities since inception. 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 financial statements.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 — RELATED PARTY TRANSACTIONS Founder Shares In November 2018, upon the completion of the merger of GA International Services Corp. and the Company, 3,593,750 shares of Class B common stock (the "Founder Shares") were issued to Great American in exchange for all of the common stock of GA International Services Corp. The financial statement reflects the issuance of these shares retroactively for all periods presented. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the units sold in the Public Offering. The Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below, and the holders of the Founder Shares, as described in more detail below, have agreed to certain restrictions and will have certain registration rights with respect thereto. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of common stock upon completion of the Public Offering. The Company's initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of 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 the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Business Combination Marketing Agreement The Company engaged B. Riley FBR, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business' attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company will pay B. Riley FBR, Inc. for such services upon the consummation of the Initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders' fees which might become payable). Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination. Administrative Fees Commencing on the date of the prospectus, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 a month for office space, utilities and secretarial and administrative support. During the three and nine months ended September 30, 2019, the Company was charged a total of $30,000 and $56,333, respectively, by the Sponsor. These amounts are included in amounts payable to related party at September 30, 2019. Upon completion of the Company's Initial Business Combination or liquidation, the Company will cease paying these monthly fees. Registration Rights The holders of Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and units that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders are also entitled to certain piggyback registration rights. 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 for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Forward Purchase Agreement has substantially similar registration rights. Note Payable - Related Party On November 16, 2018, the Sponsor agreed to loan the Company up to $300,000 to support the Company's initial formation and operations. At December 31, 2018, $50,000 was outstanding, respectively, on the loan. Additional borrowings prior to the Public Offering increased the note payable balance to $67,950 and the Company repaid the entire note payable using proceeds from the Public Offering on April 12, 2019. Payable to Related Party The Company also had an amount payable to Great American of $13,308 and $8,279 at September 30, 2019 and December 31, 2018, respectively. These amounts primarily reflect expenses relating to income taxes and formation expenses that were paid on behalf of the Company by Great American. The Company also has a payable to the Sponsor in the amount of $56,333 at September 30, 2019 as previously discussed above.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 4 — STOCKHOLDERS' EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company's stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company's common stock are entitled to one vote for each share of common stock. In connection with the Company's merger with GA International on November 14, 2018, the Company completed a stock split 1 to 3,593,750 shares of Class B common stock on November 19, 2018. At September 30, 2019 and December 31, 2018, there were 3,593,750 shares of Class B common stock issued and outstanding. At September 30, 2019, there were 14,837,500 shares of Class A common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At September 30, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding. Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months from the closing of the 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 Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, use its best efforts to file with the Securities and Exchange Commission ("SEC") a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If the shares issuable upon exercise of the warrants are not registered under the Securities Act by the 60th business day after the closing of the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company's 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 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 elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days' prior written notice of redemption (the "30-day redemption period"); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, 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. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the 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 share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination (excluding any issuance of securities under the Forward Purchase Agreement), at an issue price or effective issue price of less than $9.20 per share of Class A 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 the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the "Newly Issued Price")), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 18-month time period. The Private Placement Warrants are identical to the Warrants underlying the units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers' permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders 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 Warrants.

Fair Value Instruments

Fair Value Instruments	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
FAIR VALUE INSTRUMENTS	NOTE 5 — FAIR VALUE INSTRUMENTS 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. There were no assets measure on a recurring basis at fair value at December 31, 2018. At September 30, 2019, there were marketable securities in the amount our $145,401,525 with a fair value hierarchy of Level 1 that was used as valuation inputs by the Company to determine such fair value.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 6 — SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the 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 financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company's unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's prospectus filed with the SEC on April 9, 2019, as well as the Company's audited balance sheet statement and notes thereto included in the Company's Form 8-K filed with the SEC on April 17, 2019.
Emerging Growth Company	Emerging Growth Company 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 an 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.
Income (Loss) Per Common Share	Income (Loss) Per Common Share Income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income (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 Offering and the Private Placement to purchase 7,418,750 shares of Class A common stock, in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. In connection with the Company's merger with GA International on November 14, 2018, the Company completed a stock split 1 to 3,593,750 shares of Class B common stock on November 19, 2018. The financial statements have been retroactively adjusted to reflect the stock split for all periods presented.
Reconciliation of Income (Loss) Per Common Share	Reconciliation of Income (Loss) Per Common Share The Company's net income is adjusted for the portion of income that is attributable to shares of 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 income (loss) per share is calculated as follows: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income (loss) $ 466,799 $ — $ 1,053,122 $ (800 ) Less: Income attributable to common stock subject to possible redemption (601,267 ) — (1,243,792 ) — Adjusted net loss $ (134,468 ) $ — $ (190,670 ) $ (800 ) Weighted average shares outstanding, basic and diluted 4,443,143 3,125,000 3,952,025 3,125,000 Basic and diluted loss per common share $ (0.03 ) $ (0.00 ) $ (0.05 ) $ (0.00 )
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions with original maturities of 90 days or less. The Company did not have any cash equivalents as of September 30, 2019 and December 31, 2018.
Class A Common Stock Subject To Possible Redemption	Class A Common Stock Subject To Possible Redemption At discussed in Note 1, all of the 14,375,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, "Distinguishing Liabilities From Equity," redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheets, primary due to their short- term nature.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — "Expenses of Offering." Deferred offering costs of $162,500 as of December 31, 2018, consisted principally of costs incurred in connection with preparation for the Public Offering. The total offering costs incurred by the Company in connection with the Public Offering was $639,723. These costs and the underwriter discount, of $2,875,000, were charged to capital upon completion of the Public Offering.
Income Taxes	Income Taxes The Company is currently taxed as a corporation for U.S. federal income tax purposes. As a corporation, for tax purposes, the Company is subject to U.S. federal and various state and local income taxes on its earnings. For periods prior to April 11, 2019, the date of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the "Parent"). During this period, the Company calculated its tax liability and provision for income taxes by using a "separate return" method. Under this method the Company was assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. Following changes in ownership on April 11, 2019, the Company deconsolidated from the Parent for tax purposes. Beginning April 11, 2019, the Company files separate corporate federal and state and local income tax returns. 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 and penalties as of September 30, 2019 and December 31, 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. On December 22, 2017, the Tax Cut and Jobs Act (the "Tax Act") was enacted into law resulting in a reduction in the federal corporate income tax rate from 35% to 21% for years beginning in 2018. The enactment of the Tax Act also requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company was at the time of the law change organized as a limited liability company ("LLC") that had elected to be treated as a single member LLC under the Internal Revenue Code. As such, income, losses, and other tax attributes were primarily passed through to the sole owner. The Company upon conversation to a C-Corporation became subject to the new rates and requirements for corporations under the Tax Act. For the three and nine months ended September 30, 2019, the Company recorded income tax expense of $123,900 and $280,000, respectively, primarily related to interest income earned on the Trust Account.
Unrecognized Tax Benefits	Unrecognized Tax Benefits The Company recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of September 30, 2019 and December 31, 2018. The Company is subject to income tax examinations by major taxing authorities since inception.
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 financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Schedule of basic and diluted income (loss) per share	Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income (loss) $ 466,799 $ — $ 1,053,122 $ (800 ) Less: Income attributable to common stock subject to possible redemption (601,267 ) — (1,243,792 ) — Adjusted net loss $ (134,468 ) $ — $ (190,670 ) $ (800 ) Weighted average shares outstanding, basic and diluted 4,443,143 3,125,000 3,952,025 3,125,000 Basic and diluted loss per common share $ (0.03 ) $ (0.00 ) $ (0.05 ) $ (0.00 )

Organization and Nature of Bu_2

Organization and Nature of Business Operations (Details) - USD ($)	Apr. 12, 2019	Apr. 11, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Nov. 16, 2018
Organization and Nature of Business Operations (Textual)
Sale of units			12,500,000
Proceeds form sale of units issued			$ 125,000,000
Gross proceeds from private placement			4,625,000
Gross proceeds from public offering			143,750,000
Underwriting commissions			2,500,000
Payment of offering costs			$ 639,723
Net asset value per share			$ 1
Common stock price			$ 0.01
Note payable - related party					$ 50,000
Description of initial business combination			The Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.
Trust account balance			$ 145,401,525
Percentage of gross proceeds			2.00%
Description of letter agreement founder shares			(a) to waive their redemption rights with respect to any Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of the Initial Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of its public shares if it does not complete an Initial Business Combination within 18 months from the closing of the Public Offering and (c) to vote their Founder Shares and any Public Shares purchased during or after the Public Offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination.
Sponsor [Member]
Organization and Nature of Business Operations (Textual)
Note payable - related party					$ 50,000	$ 300,000
Common Class A
Organization and Nature of Business Operations (Textual)
Common stock at par value			$ 0.0001		$ 0.0001
Forward Purchase Agreement [Member]
Organization and Nature of Business Operations (Textual)
Number of unit sold			2,500,000
Private Placement [Member]
Organization and Nature of Business Operations (Textual)
Number of unit sold	37,500
Gross proceeds from sale of units	$ 375,000
Gross proceeds from public offering			$ 4,250,000
Common stock price			$ 11.50
Private Placement [Member] | Forward Purchase Agreement [Member]
Organization and Nature of Business Operations (Textual)
Offering price (per unit)			$ 10
Aggregate price			$ 25,000,000
IPO [Member]
Organization and Nature of Business Operations (Textual)
Number of unit sold			1,875,000
Public placements shares			12,500,000
Offering price (per unit)			$ 10
Description of initial business combination			Initial Business Combination within 18 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 but less taxes payable (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.
Description of trust account of public offering			The completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 18 months from the closing of the Public Offering; or (iii) the redemption of all of the Company's public shares if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Public Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public stockholders.
Over-Allotment Option [Member]
Organization and Nature of Business Operations (Textual)
Number of unit sold	1,875,000
Gross proceeds from sale of units	$ 18,750,000
Payment of offering costs	$ 375,000
Percentage of gross proceeds	2.00%
B. Riley Principal Sponsor Co LLC [Member] | Private Placement [Member]
Organization and Nature of Business Operations (Textual)
Number of unit sold		425,000
Offering price (per unit)		$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accounting Policies [Abstract]
Net income (loss)		$ 466,799		$ 1,053,122	$ (800)
Less: Income attributable to common stock subject to possible redemption		(601,267)		(1,243,792)
Adjusted net loss		$ (134,468)		$ (190,670)	$ (800)
Weighted average shares outstanding, basic and diluted	[1]	4,443,143	3,125,000	3,952,025	3,125,000
Basic and diluted loss per common share	[2]	$ (0.03)	$ 0	$ (0.05)	$ 0
[1]	Excludes an aggregate of 13,966,399 shares of common stock subject to possible redemption at September 30, 2019.
[2]	Loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $601,267 and $1,243,792 for the three and nine months ended September 30, 2019, respectively.

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - USD ($)	Nov. 14, 2018	Dec. 22, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Nov. 30, 2018
Summary of Significant Accounting Policies (Textual)
Deferred offering costs							$ 162,500
Amount of federal depository insurance coverage					250,000
Payment of offering costs					639,723
Income tax expense			$ 123,900		280,000	800
Payment of cost and underwriting discounts					$ 2,875,000
Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Current federal corporate income tax rate		21.00%
Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Current federal corporate income tax rate		35.00%
IPO [Member]
Summary of Significant Accounting Policies (Textual)
Deferred offering costs							$ 162,500
Common Stock B | GA International Services Corp [Member]
Summary of Significant Accounting Policies (Textual)
Stock split	1 to 3,593,750 shares
Class A common stock shares sold								3,593,750
Common Class A
Summary of Significant Accounting Policies (Textual)
Class A common stock shares sold			14,375,000		14,375,000
Common Class A | IPO [Member]
Summary of Significant Accounting Policies (Textual)
Class A common stock shares sold			14,375,000		14,375,000
Net tangible assets			$ 5,000,001		$ 5,000,001
Common Class A | Private Placement [Member]
Summary of Significant Accounting Policies (Textual)
Warrants to purchase shares of common stock			7,418,750		7,418,750

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Apr. 12, 2019	Dec. 31, 2018	Nov. 30, 2018	Nov. 16, 2018
Related Party Transactions (Textual)
Administrative fees		$ 10,000
Note payable - related party				$ 50,000
Common Class A
Related Party Transactions (Textual)
Number of share issued	14,375,000	14,375,000
Sale price per share	$ 12	$ 12
Description of business term		The last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, 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.
Sponsor [Member]
Related Party Transactions (Textual)
Administrative fees	$ 30,000	$ 56,333
Note payable - related party				50,000		$ 300,000
Payable to related party	56,333	56,333	$ 67,950
Great American [Member]
Related Party Transactions (Textual)
Payable to related party	$ 13,308	$ 13,308		$ 8,279
GA International Services Corp [Member]
Related Party Transactions (Textual)
Description of business term		The Company's initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of 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 the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.
GA International Services Corp [Member] | Business Combination Marketing Agreement [Member]
Related Party Transactions (Textual)
Cash fee		3.50%
GA International Services Corp [Member] | Common Stock [Member]
Related Party Transactions (Textual)
Percentage of founder shares		20.00%
GA International Services Corp [Member] | Class B common stock [Member]
Related Party Transactions (Textual)
Number of share issued					3,593,750

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Nov. 14, 2018	Sep. 30, 2019USD ($)Number$ / sharesshares	Dec. 31, 2018USD ($)shares
Stockholders' Equity (Textual)
Preferred stock, authorized		1,000,000	1,000,000
Preferred stock, issued
Preferred stock, outstanding | $
Warrant term		5 years
Warrant price | $ / shares		$ 0.01
GA International Services Corp [Member]
Stockholders' Equity (Textual)
Description of business term		The Company's initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of 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 the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Common Class A
Stockholders' Equity (Textual)
Common stock, authorized		100,000,000	100,000,000
Common stock, issued		871,101	871,101
Common stock, outstanding		871,101	871,101
Description of business term		The last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, 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.
Share price | $ / shares		$ 12
Trading period | Number		20
Common Class A | Warrant [Member]
Stockholders' Equity (Textual)
Gross proceeds from stock issuances		60.00%
Exercise price of the warrants		920.00%
Common Class A | Warrant [Member] | Maximum [Member]
Stockholders' Equity (Textual)
Share price | $ / shares		$ 18
Exercise price of the warrants		180.00%
Common Class A | Warrant [Member] | Minimum [Member]
Stockholders' Equity (Textual)
Share price | $ / shares		$ 9.20
Exercise price of the warrants		115.00%
Common Stock B
Stockholders' Equity (Textual)
Common stock, authorized		25,000,000	25,000,000
Common stock, issued		3,593,750	3,593,750
Common stock, outstanding		3,593,750	3,593,750
Common Stock B | GA International Services Corp [Member]
Stockholders' Equity (Textual)
Description of stock split	1 to 3,593,750 shares

Fair Value Instruments (Details

Fair Value Instruments (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Marketable securities	$ 145,401,525