PARTS iD (ID) 10-K 29 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Mar. 20, 2018	Jun. 30, 2017
Entity Registrant Name	Legacy Acquisition Corp.
Entity Central Index Key	1,698,113
Trading Symbol	lgc
Amendment Flag	false
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 0
Class A Common stock
Entity Common Stock, Shares Outstanding		30,000,000
Class F Common Stock
Entity Common Stock, Shares Outstanding		7,500,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets -
Cash	$ 1,752,000	$ 26,000
Prepaid expenses and other assets	136,000	124,000
Total assets	1,888,000	150,000
Non-current assets -
Cash and investments held in Trust Account	300,403,000
Total assets	302,291,000	150,000
Current liabilities -
Accounts payable, of which $37,000 is payable to officers	186,000
Accrued expenses	95,000
Accrued franchise and income taxes	155,000
Notes payable to sponsor		285,000
Total current liabilities	436,000	285,000
Other liabilities -
Deferred underwriting compensation	10,500,000
Total liabilities	10,936,000	285,000
Common stock subject to possible redemption; 28,635,526 and -0- shares, respectively, at December 31, 2017 and 2016 (approximately $10.00 per share)	286,355,000
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Additional paid-in-capital	5,040,000	24,000
Accumulated deficit	(41,000)	(160,000)
Total stockholders' equity (deficit)	5,000,000	(135,000)
Total liabilities and stockholders' equity (deficit)	302,291,000	150,000
Class A Common stock
Stockholders' equity (deficit):
Common stock value
Total stockholders' equity (deficit)
Class F Common Stock
Stockholders' equity (deficit):
Common stock value	1,000	1,000
Total stockholders' equity (deficit)	$ 1,000	$ 1,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Accounts payable to officers	$ 37,000
Common stock subject to possible redemption	28,635,526	0
Common stock subject to possible redemption per share	$ 10	$ 10
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock authorized	100,000	100,000
Preferred stock shares issued
Preferred stock shares outstanding
Class A Common stock
Common stock subject to possible redemption	28,635,526	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	30,000,000	0
Common stock shares outstanding	1,364,474	0
Class F Common Stock
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	10,000,000	10,000,000
Common stock shares issued	7,500,000	7,500,000
Common stock shares outstanding	7,500,000	7,500,000

Statements of Operations

Statements of Operations - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Revenues
General and administrative expenses	160,000	154,000
Loss from operations	(160,000)	(154,000)
Other income, interest on Trust Account		403,000
Income (loss) before income taxes	(160,000)	249,000
Provision for income taxes		(130,000)
Net income (loss)	(160,000)	$ 119,000
Class A Common stock
Net income (loss)
Two Class Method for Per Share Information:
Weighted average common shares outstanding - basic and diluted		30,000,000
Net Income (loss) per share - basic and diluted	$ 0	$ 0
Class F Common Stock
Net income (loss)
Two Class Method for Per Share Information:
Weighted average common shares outstanding - basic and diluted	2,315,000	7,500,000
Net Income (loss) per share - basic and diluted	$ (0.07)	$ 0

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A Common Stock	Class F Common Stock
Balances at Mar. 14, 2016
Balances, shares at Mar. 14, 2016
Issuance of common stock to Sponsor, Note 4	25,000	24,000			$ 1,000
Issuance of common stock to Sponsor, Note 4, shares					8,625,000
Net income (loss)	(160,000)		(160,000)
Balances at Dec. 31, 2016	(135,000)	24,000	(160,000)		$ 1,000
Balances, shares at Dec. 31, 2016					8,625,000
Sale of Units to the public in November 2017 at $10.00 per Unit	300,000,000	299,997,000		$ 3,000
Sale of Units to the public in November 2017 at $10.00 per Unit, shares				30,000,000
Underwriters' discount and offering expenses	(17,387,000)	(17,387,000)
Sale of 17,500,000 Private Placement Warrants in November 2017 at $0.50 per warrant to Sponsor	8,750,000	8,750,000
Founder shares forfeited
Founder shares forfeited, shares					(1,125,000)
Proceeds subject to possible redemption	(286,347,000)	(286,344,000)		$ (3,000)
Proceeds subject to possible redemption, shares				(28,635,526)
Net income (loss)	119,000		119,000
Balances at Dec. 31, 2017	$ 5,000,000	$ 5,040,000	$ (41,000)		$ 1,000
Balances, shares at Dec. 31, 2017				1,364,474	7,500,000

Statements of Changes in Stock6

Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Statement of Stockholders' Equity [Abstract]
Sale of private placement warrants | shares	17,500,000
Price per warrant	$ 0.50
Sale of price per units	$ 10

Statements of Cash Flows

Statements of Cash Flows - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ (160,000)	$ 119,000
Costs paid directly to vendors by sponsor	160,000	6,000
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Increase in accounts payable and accrued expenses		112,000
Increase in accrued taxes		155,000
Increase in prepaid expenses		(12,000)
Trust income retained in Trust Account		(403,000)
Net cash used in operating activities		(23,000)
Cash flows from investing activities:
Cash deposited in Trust Account		(300,000,000)
Cash flows from financing activities:
Proceeds from sale of common stock to Sponsor	25,000
Proceeds from note payable to Sponsor	1,000	283,000
Proceeds from sale of Public Offering Units		300,000,000
Proceeds from sale of Private Placement Warrants net of $474,000 of Sponsor notes converted to warrants		8,276,000
Payment of underwriting discounts		(6,000,000)
Payment of offering costs		(710,000)
Payment of notes payable to Sponsor		(100,000)
Net cash provided by financing activities	26,000	301,749,000
Net Increase in cash	26,000	1,726,000
Cash at beginning of period		26,000
Cash at end of period	26,000	1,752,000
Supplemental disclosure of non-cash financing activities:
Notes Payable - Sponsor advances paid directly to vendors	284,000	6,000
Deferred offering costs included in note payable to Sponsor	124,000
Deferred offering costs included in accounts payable		177,000
Notes payable to Sponsor converted to Private Placement Warrants		$ 474,000

Statements of Cash Flows (Paren

Statements of Cash Flows (Parenthetical)	12 Months Ended
	Dec. 31, 2017USD ($)
Statement of Cash Flows [Abstract]
Sponsor notes converted to warrants	$ 474,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2017
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: Legacy Acquisition Corp. (the “Company”) was incorporated in Delaware on March 15, 2016. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2017, the Company had not commenced any operations. All activity for the period from March 15, 2016 (inception) through December 31, 2017 relates to the Company’s formation and the initial public offering (“Public Offering”) described below. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. Sponsor and Financing: The Company’s sponsor is Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on November 16, 2017. The Company intends to finance a Business Combination with proceeds from a $300,000,000 public offering (Note 3) and a $8,750,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement, $300,000,000 is held in the Trust Account with Continental Stock Transfer and Trust Company (the “Trustee”) acting as the trustee (the “Trust Account”) (as discussed below). The Trust Account: Funds from the Public Offering have been placed in the Trust Account. The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation will provide that, other than the withdrawal of interest to pay taxes and up to $750,000 per year for working capital purposes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (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 and timing or the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the Public Offering or (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). 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 are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders holding Class A common stock may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their 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 and up to $750,000 per year which may be released for working capital purposes, or (ii) provide stockholders holding Class A common stock with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable and up to $750,000 per year which may be released for working capital. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by New York Stock Exchange (“NYSE”) rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares of Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination. In such case, the Company would not proceed with the redemption of its public shares of Class A common stock and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its Class A common stock for an amount in cash equal to their 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 and up to $750,000 per year which may be released to the Company to fund working capital requirements. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity in the accompanying balance sheet, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account at December 31, 2017 is $10.01 per public common share ($300,403,000 held in the Trust Account divided by 30,000,000 public common shares) but does not reflect withdrawals permitted for income taxes payable and working capital. The Company will only have 24 months from the closing date of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and up to $750,000 per year which may be released for working capital (less up to $50,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholder has entered into a letter agreement with the Company, pursuant to which it has waived its right to participate in any redemption with respect to its initial shares; however, if the initial stockholder or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account, with respect to such public shares, upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). All dollar amounts are rounded to the nearest thousand dollars. 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. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the initial public offering and Private Placement to purchase an aggregate of 23,750,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive. As a result, diluted income (loss) per common share is the same as basic loss per common share for the period. The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of income tax expense, franchise tax expense and funds available to be withdrawn from Trust for working capital purposes (up to a maximum of $750,000 annually), by the weighted average number of Class A common stock outstanding for the period from original issuance of Class A common stock in November 2017. Net income (loss) per common share, basic and diluted, for Class F common stock is calculated by dividing the net income (loss), less income attributable to Class A Common Stock, by the weighted average number of Class F common stock outstanding for the period. Net Income (Loss) available to each class of common stockholders is as follows at December 31, 2017: Net income available to Class A common stockholders: Interest income $ 403,000 Less: Income and franchise taxes (156,000 ) Expenses available to be paid with Interest income from Trust (up to a Maximum of $750,000 per year) (128,000 ) Net income available to Class A common stockholders $ 119,000 Net income available to Class F common stockholders: Net income $ 119,000 Less: amount attributable to Class A common stockholders (119,000 ) Net income available to class F common stockholders $ - 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs: The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering”. Offering costs of approximately $17,387,000 consisted principally of underwriter discounts of $16,500,000 (including $10,500,000 of which payment is deferred) and approximately $887,000 of professional, printing, filing, regulatory and other costs, have been charged to additional paid-in-capital upon completion of the Public Offering. Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the trust account net of franchise taxes. The Company’s general and administrative e costs are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2017, the Company recorded income tax expense of approximately $130,000 primarily related to interest income earned on the Trust Account net of franchise taxes. The Company’s effective tax rate for the year ended December 31, 2017 was approximately 52%, which differs significantly from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. On December 22, 2017, the Tax Cut and Jobs 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. At December 31, 2017 and 2016, the Company has a deferred tax asset of approximately $60,000 and $50,000, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. The amount of the reduction of the deferred tax asset (before write off) resulting from the lower rate under which those deferred taxes would be expected to be recovered or settled was not material. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017 and 2016. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2017 and 2016. 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. Redeemable Common Stock: As discussed in Note 3, all of the 30,000,000 common shares sold as part of a Unit in the Public Offering contain a redemption feature which allows for the redemption of common shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with FASB 480, 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 did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at December 31, 2017, 28,635,526 of the 30,000,000 Public Shares were classified outside of permanent equity at its redemption value. 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.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2017
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3 – PUBLIC OFFERING On November 21, 2017, the Company closed on the Public Offering and sale of 30,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one redeemable common stock purchase warrant (the “Warrants”). Under the terms of a warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination. Each Warrant entitles the holder to purchase one half of one share of Class A common stock at a price of $5.75 (11.50 per whole share). No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Warrants issued in connection with the 30,000,000 public units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding 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, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with 4,500,000 over-allotment units are identical to the public warrants and have no net cash settlement provisions. On November 27, 2017, the Company was advised by the underwriters’ that the overallotment option would not be exercised. As such, the 1,125,000 shares subject to forfeiture have been reflected as forfeited in the accompanying financial statements during the year ended December 31, 2017. The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Public Offering ($6,000,000), with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds ($10,500,000) payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS Founder Shares In October 2016, the Sponsor purchased 8,625,000 shares of Class F common stock (the “Founder Shares”) for $25,000, or approximately $0.001 per share (see Note 5). The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares are convertible under the circumstances described below and subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters (see Notes 3 and 5) so that the initial stockholder will own 20.0% of the Company’s issued and outstanding shares after the Public Offering. As discussed further in Notes 3 and 5, on November 27, 2017, the underwriters’ notified the Company that they would not exercise the overallotment option and, as such, the 1,125,000 shares that were subject to forfeiture have been forfeited as of the closing of the Public Offering on November 21, 2017. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. The Company’s initial stockholder has agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Company’s 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 Company’s initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination 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 (the “Lock Up Period”). In addition, in October 2016, the Sponsor also provided $1,000 as an initial advance under the related party loan that is discussed below. Private Placement Warrants Upon the closing of the Public Offering on November 21, 2017, the Sponsor paid the Company $8,750,000 for the private placement purchase from the Company of 17,500,000 warrants at $0.50 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one-half of one share of Class A common stock at $5.75 ($11.50 per whole share). The purchase price of the Private Placement Warrants have been added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the 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 and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Registration Rights The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to registration rights (in the case of the Founder Shares, only after conversion to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Public Offering. The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans and Costs As of December 31, 2016, the Company’s Sponsor had agreed to loan the Company an aggregate of $485,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to this Public Offering and the Company’s organizational and initial financing activities. This loan was non-interest bearing and, as amended on June 30, 2017, payable on the earlier of December 31, 2017 or the completion of the Public Offering. The initial drawdown under the Note was on December 31, 2016 for approximately $285,000 representing the amount charged by the Sponsor and its affiliates for services related to the Public Offering and for the Company’s organizational and initial financing activities, plus the $1,000 advance made in October 2016 discussed above. Such costs included consulting and administrative fees, formation costs, costs of initiating the Public Offering, including professional retentions, as well as travel and other administrative costs. Subsequent to September 30, 2017 on October 20, 2017, the Note was amended and restated to increase the amount available under the Note by $100,000, from $485,000 to $585,000, and the Company borrowed an additional $100,000, increasing the amount outstanding under the Note from approximately $474,000 to approximately $574,000. In total, during 2017 an additional approximately $289,000 was borrowed under the Note. Upon the closing of the Public Offering on November 21, 2017, $100,000 of this note was repaid and the remaining approximately $474,000 was converted into Private Placement Warrants as a part of the $8,750,000 paid by the Sponsor for the Private Placement Warrants. Administrative Service Agreement and Services Agreement The Company agreed to pay $10,000 a month for office space, accounting services, utilities and secretarial support provided by the Sponsor. Services commenced on the date the securities were first listed on the NYSE and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. During the year ended December 31, 2017, the Company has incurred approximately $10,000 in administrative expense under this agreement.

Trust Account and Fair Value Me

Trust Account and Fair Value Measurement	12 Months Ended
	Dec. 31, 2017
Trust Account and Fair Value Measurement [Abstract]
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT	NOTE 5 – TRUST ACCOUNT AND FAIR VALUE MEASUREMENT The Company complies with FASB ASC 820, Fair Value Measurements, 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. Upon the closing of the Public Offering and the private placement, a total of $300,000,000 was deposited into the Trust Account. All proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At December 31, 2017, the proceeds of the Trust Account were invested in U.S. government treasury bills maturing in February and May 2018 yielding interest of approximately 1.3%. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying December 31, 2017 balance sheet and adjusted for the amortization of discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2017 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2017 consist of U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Quoted Price Carrying value at Prices in December 31, Gross Unrealized Active Markets Description 2017 Holding Gain (Level 1) Assets: U.S. government treasury bills $ 300,403,000 $ 18,000 $ 300,421,000

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company is 110,000,000 shares, including 100,000,000 shares of Class A common stock and 10,000,000 shares of Class F common stock. Upon completion of the Public Offering, the Company will likely (depending on the terms of the Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s common stock vote together as a single class and are entitled to one vote for each share of common stock. In October 2016, the Sponsor purchased 5,750,000 shares of Class F common stock (the “Founder Shares”) for $25,000, or approximately $0.004 per share. The Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the initial stockholder will own 20% of the Company’s issued and outstanding shares after the Public Offering. During September 2017, the Company effected a 1.5 for 1 stock dividend of 2,875,000 Class F shares, resulting in the initial stockholders holding an aggregate of 8,625,000 Founder Shares. The stock dividend also adjusted the shares subject to forfeiture from 750,000 to 1,125,000, to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Public Offering. Outstanding shares and per share amounts have been retroactively restated for the September 2017 stock dividend for all periods presented. On November 27, 2017, the Company was advised by the underwriters’ that the overallotment option would not be exercised. As such, the 1,125,000 shares subject to forfeiture are considered as forfeited in the accompanying financial statements during the year ended December 31, 2017. As such at December 31, 2017 there were 7,500,000 shares of Class F common stock issued and outstanding and 30,000,000 shares of Class A common stock outstanding (28,635,526 of which are classified outside of equity as redeemable common stock). 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 Board of Directors. At December 31, 2017 and December 31, 2016, the rights and preferences have not been determined and there were no shares of preferred stock issued and outstanding.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). All dollar amounts are rounded to the nearest thousand dollars.
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.
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) applicable to common stockholders by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the initial public offering and Private Placement to purchase an aggregate of 23,750,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive. As a result, diluted income (loss) per common share is the same as basic loss per common share for the period. The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of income tax expense, franchise tax expense and funds available to be withdrawn from Trust for working capital purposes (up to a maximum of $750,000 annually), by the weighted average number of Class A common stock outstanding for the period from original issuance of Class A common stock in November 2017. Net income (loss) per common share, basic and diluted, for Class F common stock is calculated by dividing the net income (loss), less income attributable to Class A Common Stock, by the weighted average number of Class F common stock outstanding for the period. Net Income (Loss) available to each class of common stockholders is as follows at December 31, 2017: Net income available to Class A common stockholders: Interest income $ 403,000 Less: Income and franchise taxes (156,000 ) Expenses available to be paid with Interest income from Trust (up to a Maximum of $750,000 per year) (128,000 ) Net income available to Class A common stockholders $ 119,000 Net income available to Class F common stockholders: Net income $ 119,000 Less: amount attributable to Class A common stockholders (119,000 ) Net income available to class F common stockholders $ -
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements.
Use of Estimates	Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of 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 ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering”. Offering costs of approximately $17,387,000 consisted principally of underwriter discounts of $16,500,000 (including $10,500,000 of which payment is deferred) and approximately $887,000 of professional, printing, filing, regulatory and other costs, have been charged to additional paid-in-capital upon completion of the Public Offering.
Income Taxes	Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the trust account net of franchise taxes. The Company’s general and administrative e costs are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2017, the Company recorded income tax expense of approximately $130,000 primarily related to interest income earned on the Trust Account net of franchise taxes. The Company’s effective tax rate for the year ended December 31, 2017 was approximately 52%, which differs significantly from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. On December 22, 2017, the Tax Cut and Jobs 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. At December 31, 2017 and 2016, the Company has a deferred tax asset of approximately $60,000 and $50,000, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. The amount of the reduction of the deferred tax asset (before write off) resulting from the lower rate under which those deferred taxes would be expected to be recovered or settled was not material. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017 and 2016. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2017 and 2016. 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.
Redeemable Common Stock	Redeemable Common Stock: As discussed in Note 3, all of the 30,000,000 common shares sold as part of a Unit in the Public Offering contain a redemption feature which allows for the redemption of common shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with FASB 480, 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 did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at December 31, 2017, 28,635,526 of the 30,000,000 Public Shares were classified outside of permanent equity at its redemption value.
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 Accoun16

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Schedule of net income (loss) available to each class of common stockholders	Net income available to Class A common stockholders: Interest income $ 403,000 Less: Income and franchise taxes (156,000 ) Expenses available to be paid with Interest income from Trust (up to a Maximum of $750,000 per year) (128,000 ) Net income available to Class A common stockholders $ 119,000 Net income available to Class F common stockholders: Net income $ 119,000 Less: amount attributable to Class A common stockholders (119,000 ) Net income available to class F common stockholders $ -

Trust Account and Fair Value 17

Trust Account and Fair Value Measurement (Tables)	12 Months Ended
	Dec. 31, 2017
Trust Account and Fair Value Measurement [Abstract]
Schedule of assets measured at fair value recurring basis	Quoted Price Carrying value at Prices in December 31, Gross Unrealized Active Markets Description 2017 Holding Gain (Level 1) Assets: U.S. government treasury bills $ 300,403,000 $ 18,000 $ 300,421,000

Description of Organization a18

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 21, 2017	Dec. 31, 2017
Description of Organization and Business Operations (Textual)
Gross proceeds amount		$ (17,387,000)
Trust account, description		The amount in the Trust Account at December 31, 2017 is $10.01 per public common share ($300,403,000 held in the Trust Account divided by 30,000,000 public common shares) but does not reflect withdrawals permitted for income taxes payable and working capital.
Working capital		$ 750,000
Funds held in trust account, description		Other than the withdrawal of interest to pay taxes and up to $750,000 per year for working capital purposes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (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 and timing or the Company's obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the Public Offering or (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law).
Net tangible assets requirements, description		In no event will the Company redeem its public shares of Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001.
Dissolution expenses		$ 50,000
Sponsor [Member]
Description of Organization and Business Operations (Textual)
Cash deposited into trust account	$ 300,000,000
Public Offering [Member]
Description of Organization and Business Operations (Textual)
Gross proceeds amount	$ 300,000,000
Per public common share	$ 10
Private Placement [Member]
Description of Organization and Business Operations (Textual)
Gross proceeds amount	$ 8,750,000

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net income	$ (160,000)	$ 119,000
Net income available to Class A common stockholders [Member]
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Interest income		403,000
Less: Income and franchise taxes		(156,000)
Expenses available to be paid with Interest income from Trust (up to a Maximum of $750,000 per year)		(128,000)
Net income
Net income available to Class F common stockholders [Member]
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net income
Less: amount attributable to Class A common stockholders		$ (119,000)

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details Textual) - USD ($)	Dec. 22, 2017	Dec. 31, 2016	Dec. 31, 2017
Summary of Significant Accounting Policies (Textual)
Working capital			$ 750,000
Federal depository insurance coverage			250,000
Offering costs			17,387,000
Underwriter discounts			16,500,000
Payment of deferred cost			10,500,000
Professional, printing, filing, regulatory and other costs			887,000
Income tax expense			$ 130,000
Percentage of income tax rate			52.00%
Deferred tax asset		$ 50,000	$ 60,000
Common stock subject to possible redemption		0	28,635,526
Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Federal corporate income tax rate	35.00%
Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Federal corporate income tax rate	21.00%
Class A ordinary shares [Member]
Summary of Significant Accounting Policies (Textual)
Diluted income (loss) per common share			23,750,000
Shares subject to possible redemption, shares			30,000,000
Common stock subject to possible redemption		0	28,635,526

Public Offering (Details)

Public Offering (Details) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 21, 2017	Dec. 31, 2017
Public Offering (Textual)
Payment of underwriting discounts		$ 6,000,000
Gross offering proceed		$ 10,500,000
Warrant [Member]
Public Offering (Textual)
Sale of stock		4,500,000
Share Price	$ 11.50
Private Placement [Member]
Public Offering (Textual)
Share Price	$ 11.50
Over-Allotment Option [Member]
Public Offering (Textual)
Sale of stock		4,500,000
Public Offering [Member]
Public Offering (Textual)
Sale of stock	30,000,000
Sale of stock per share	$ 10
Shares subject to forfeiture		1,125,000
Underwriting discount, description		The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Public Offering ($6,000,000), with an additional fee (the "Deferred Discount") of 3.5% of the gross offering proceeds ($10,500,000) payable upon the Company's completion of a Business Combination.
Public Offering [Member] | Warrant [Member]
Public Offering (Textual)
Initial business combination, description		Each Warrant will become exercisable on the later of 30 days after the completion of the Company's initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company's initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Warrants issued in connection with the 30,000,000 public units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding 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, only in the event that the last sale price of the Company's shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.
Public Offering [Member] | Class A Common Stock [Member]
Public Offering (Textual)
Sale of stock per share	0.0001
Share Price	$ 5.75

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 27, 2017	Nov. 21, 2017	Oct. 31, 2016	Dec. 31, 2016	Dec. 31, 2017	Nov. 30, 2017
Related Party Transactions (Textual)
Class F common stock value				$ 25,000
Warrant price per share						$ 0.50
Accounting services, utilities and secretarial support provided by Sponsor					$ 10,000
Administrative expense					$ 10,000
Related party loan aggregate				485,000
Unsecured promissory note				$ 10,000
Founder Shares [Member]
Related Party Transactions (Textual)
Business combination exceeds per share			$ 12
Over-allotment option [Member] | Founder Shares [Member]
Related Party Transactions (Textual)
Founder shares forfeited, shares	1,125,000		1,125,000
Public Offering [Member]
Related Party Transactions (Textual)
Common stock par value		$ 0.0001
Founder shares forfeited, shares					1,125,000
Related party loans and costs, description				Subsequent to September 30, 2017 on October 20, 2017, the Note was amended and restated to increase the amount available under the Note by $100,000, from $485,000 to $585,000, and the Company borrowed an additional $100,000, increasing the amount outstanding under the Note from approximately $474,000 to approximately $574,000. In total, during 2017 an additional approximately $289,000 was borrowed under the Note.
Repayment of debt		$ 100,000
Private Placement Warrants [Member]
Related Party Transactions (Textual)
Share price per share		$ 11.50
Repayment of debt		$ 474,000
Sponsor [Member]
Related Party Transactions (Textual)
Related party loans and costs, description				The initial drawdown under the Note was on December 31, 2016 for approximately $285,000 representing the amount charged by the Sponsor and its affiliates for services related to the Public Offering and for the Company's organizational and initial financing activities, plus the $1,000 advance made in October 2016 discussed above.
Sponsor [Member] | Founder Shares [Member]
Related Party Transactions (Textual)
Sponsor purchased shares of Class F common stock			8,625,000
Class F common stock value			$ 25,000
Common stock par value			$ 0.001
Issued and outstanding shares of public offering, percentage			20.00%
Related party loan initial advance			$ 1,000
Initial business combination, description			(A) one year after the completion of the Company's initial Business Combination, or earlier if, subsequent to the Company's initial Business Combination, the last sale price of the Company's 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 Company's initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination 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 (the "Lock Up Period").
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transactions (Textual)
Private placement purchase		$ 8,750,000
Private placement warrants purchased		17,500,000
Warrant price per share		$ 0.50
Share price per share		$ 5.75
Repayment of debt		$ 8,750,000

Trust Account and Fair Value 23

Trust Account and Fair Value Measurement (Details)	Dec. 31, 2017USD ($)
Assets:
U.S. government treasury bills, Carrying value	$ 300,403,000
U.S. government treasury bills, Gross Unrealized Holding Gain	18,000
Quoted Price Prices in Active Markets (Level 1) [Member]
Assets:
U.S. government treasury bills, Carrying value	$ 300,421,000

Trust Account and Fair Value 24

Trust Account and Fair Value Measurement (Details Textual)	12 Months Ended
	Dec. 31, 2017USD ($)
Trust Account and Fair Value Measurement (Textual)
Proceeds of trust account, description	The proceeds of the Trust Account were invested in U.S. government treasury bills maturing in February and May 2018 yielding interest of approximately 1.3%.
Public Offering and private placement [Member]
Trust Account and Fair Value Measurement (Textual)
Cash deposited into trust account	$ 300,000,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	1 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2017	Oct. 31, 2016	Dec. 31, 2016	Dec. 31, 2017
Stockholders' Equity (Textual)
Preferred stock authorized			100,000	100,000
Class F common stock value			$ 25,000
Stock split	1.5 for 1
Preferred stock shares issued
Forfeiture share, description	From 750,000 to 1,125,000
Sponsor [Member] | Founder Shares [Member]
Stockholders' Equity (Textual)
Sponsor purchased shares of Class F common stock		8,625,000
Class F common stock value		$ 25,000
Common stock par value		$ 0.001
Issued and outstanding shares of public offering, percentage		20.00%
Common Stock [Member] | Sponsor [Member]
Stockholders' Equity (Textual)
Sponsor purchased shares of Class F common stock		5,750,000
Class F common stock value		$ 25,000
Common stock par value		$ 0.004
Founder shares forfeited, shares		750,000
Issued and outstanding shares of public offering, percentage		20.00%
Board of Directors [Member]
Stockholders' Equity (Textual)
Preferred stock authorized				1,000,000
Common Class A [Member]
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			0	30,000,000
Common stock shares outstanding			0	1,364,474
Redeemable common stock, shares				28,635,526
Common Class F [Member]
Stockholders' Equity (Textual)
Common stock shares authorized			10,000,000	10,000,000
Sponsor purchased shares of Class F common stock			8,625,000
Class F common stock value			$ 1,000
Common stock par value			$ 0.0001	$ 0.0001
Founder shares forfeited, shares				1,125,000
Common stock shares issued			7,500,000	7,500,000
Common stock shares outstanding			7,500,000	7,500,000
Stock dividend shares	2,875,000
Common Class F [Member] | Founder Shares [Member]
Stockholders' Equity (Textual)
Founder shares forfeited, shares	8,625,000