STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — TheCompany is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At June 30, 2019 and December 31, 2018, therewere no preferred shares issued or outstanding.

Class A Common Stock —The Company is authorized to issue up to 100,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’scommon stock are entitled to one vote for each share. At June 30, 2019 and December 31, 2018, there were 1,452,839 and noshares of Class A common stock issued and outstanding, excluding 27,297,161 and no shares of Class A common stock subject to possibleredemption, respectively.

Class B Common Stock — The Company is authorized to issue up to 10,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like. As a result of the underwriter’s election to fully exercise its over-allotment option, 937,500 Founder Shares are no longer subject to forfeiture. At June 30, 2019 and December 31, 2018, there were 7,187,500 and 8,625,000 shares of Class B common stock issued and outstanding, respectively.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrants — The PublicWarrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 monthsfrom the effective date of the registration statement relating to the Initial Public Offering. No Public Warrants will be exercisablefor cash unless the Company has an effective and current registration statement covering the common shares issuable upon exerciseof the Public Warrants and a current prospectus relating to such common shares. Notwithstanding the foregoing, if a registrationstatement covering the common shares issuable upon the exercise of the Public Warrants is not effective within 90 days from theconsummation of a Business Combination, the holders may, until such time as there is an effective registration statement and duringany period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants ona cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registrationis not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expirefive years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may call the Public Warrantsfor redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant:

●	at any time while the Public Warrants are exercisable,
●	upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,
●	if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing

The Private Placement Warrants are identicalto the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants andthe common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salableuntil after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private PlacementWarrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasersor their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or theirpermitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on thesame basis as the Public Warrants.

The exercise price and number of sharesof Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the eventof a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additionalshares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initialBusiness Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with suchissue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the caseof any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or suchaffiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds fromsuch issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’sinitial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z)the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on thetrading day prior to the day on which the Company consummates its initial Business Combination (such price, 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 thehigher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will beadjusted (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 Companybe required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the CombinationPeriod and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such fundswith respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the TrustAccount with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrantsfor redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a“cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable uponexercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinarydividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combinationwithin the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receiveany of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets heldoutside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.