Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 08, 2019 | Jun. 30, 2018 | |
Entity Registrant Name | Legacy Acquisition Corp. | ||
Entity Central Index Key | 0001698113 | ||
Trading Symbol | LGC | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 288 | ||
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, 2018 | Dec. 31, 2017 |
Current assets - | ||
Cash | $ 1,180,000 | $ 1,752,000 |
Prepaid expenses and other assets | 53,000 | 136,000 |
Total current assets | 1,233,000 | 1,888,000 |
Non-current assets - | ||
Cash and investments held in Trust Account | 304,035,000 | 300,403,000 |
Total assets | 305,268,000 | 302,291,000 |
Current liabilities - | ||
Accounts payable | 17,000 | 186,000 |
Accrued expenses | 365,000 | 95,000 |
Accrued franchise and income taxes | 225,000 | 155,000 |
Total current liabilities | 607,000 | 436,000 |
Other liabilities - | ||
Deferred underwriting compensation | 10,500,000 | 10,500,000 |
Total liabilities | 11,107,000 | 10,936,000 |
Common stock subject to possible redemption; 28,916,141 and 28,635,526 shares, respectively, at December 31, 2018 and 2017 (at approximately $10.00 per share) | 289,161,000 | 286,355,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in-capital | 2,234,000 | 5,040,000 |
Retained earnings (accumulated deficit) | 2,765,000 | (41,000) |
Total stockholders' equity | 5,000,000 | 5,000,000 |
Total liabilities and stockholders' equity | 305,268,000 | 302,291,000 |
Class A Common stock | ||
Stockholders' equity: | ||
Common stock value | ||
Total stockholders' equity | ||
Class F Common stock | ||
Stockholders' equity: | ||
Common stock value | 1,000 | 1,000 |
Total stockholders' equity | $ 1,000 | $ 1,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock subject to possible redemption, shares | 28,916,141 | 28,635,526 |
Common stock subject to possible redemption per share | $ 10 | $ 10 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | ||
Preferred stock shares outstanding | ||
Class A Common stock | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 30,000,000 | 30,000,000 |
Common stock shares outstanding | 1,083,859 | 1,364,474 |
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 ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
General and administrative expenses | 1,623,000 | 154,000 |
Loss from operations | (1,623,000) | (154,000) |
Interest income on Trust Account | 5,559,000 | 403,000 |
Income before income taxes | 3,936,000 | 249,000 |
Provision for income taxes | (1,130,000) | (130,000) |
Net income | $ 2,806,000 | $ 119,000 |
Class A Common stock | ||
Two Class Method for Per Share Information: | ||
Weighted average common shares outstanding - basic and diluted | 30,000,000 | 30,000,000 |
Net income (loss) per common stock - basic and diluted | $ 0.10 | $ 0 |
Class F Common Stock | ||
Two Class Method for Per Share Information: | ||
Weighted average common shares outstanding - basic and diluted | 7,500,000 | 7,500,000 |
Net income (loss) per common stock - basic and diluted | $ (0.01) | $ 0 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Class A Common Stock | Class F Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) |
Balances at Dec. 31, 2016 | $ (135,000) | $ 1,000 | $ 24,000 | $ (160,000) | |
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 | $ 3,000 | 299,997,000 | ||
Sale of Units to the public in November 2017 at $10.00 per Unit, shares | 30,000,000 | ||||
Underwriters' discount and offering expenses | (17,379,000) | (17,379,000) | |||
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 | (286,355,000) | $ (3,000) | (286,352,000) | ||
Proceeds subject to possible Redemption, shares | (28,635,526) | ||||
Net income | 119,000 | 119,000 | |||
Balances at Dec. 31, 2017 | 5,000,000 | $ 1,000 | 5,040,000 | (41,000) | |
Balances, shares at Dec. 31, 2017 | 1,364,474 | 7,500,000 | |||
Change in Class A common stock subject to possible redemption | (2,806,000) | (2,806,000) | |||
Change in Class A common stock subject to possible redemption, shares | (280,615) | ||||
Net income | 2,806,000 | 2,806,000 | |||
Balances at Dec. 31, 2018 | $ 5,000,000 | $ 1,000 | $ 2,234,000 | $ 2,765,000 | |
Balances, shares at Dec. 31, 2018 | 1,083,859 | 7,500,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (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 ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 2,806,000 | $ 119,000 |
Costs paid directly to vendors by Sponsor | 6,000 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income earned on Trust Account | (5,559,000) | (403,000) |
Changes in operating assets and liabilities: | ||
Decrease in accounts payable | (169,000) | 17,000 |
Increase in accrued expenses | 270,000 | 95,000 |
Increase in accrued franchise and income taxes | 70,000 | 155,000 |
Decrease in prepaid expenses and other current assets | 83,000 | (12,000) |
Net cash used in operating activities | (2,499,000) | (23,000) |
Cash flows from investing activities | ||
Cash deposited in Trust Account | (300,000,000) | |
Cash flows from financing activities: | ||
Withdrawal from Trust Account for taxes and working capital | 1,927,000 | |
Proceeds from sale of note payable to Sponsor | 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 | 1,927,000 | 301,749,000 |
Net (decrease) increase in cash | (572,000) | 1,726,000 |
Cash at beginning of year | 1,752,000 | 26,000 |
Cash at end of year | 1,180,000 | 1,752,000 |
Cash paid for taxes | 1,215,000 | |
Supplemental disclosure of non-cash financing activities: | ||
Notes payable - Sponsor advances paid directly to vendors | 6,000 | |
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, 2018 | |
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, 2018, the Company had not commenced any operations. All activity for the period from March 15, 2016 (inception) through December 31, 2018 relates to the Company’s formation and the initial public offering (“Public Offering”) described below, and subsequent to the Public Offering, searching for a potential business combination. The Company will not generate any operating revenues until after completion of the initial 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 was deposited 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 may 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 Business Combinations and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides 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 may be released until the earlier of: (i) the completion of the initial Business Combination; or (ii) the redemption of any shares of Class A common stock included as part of the units sold in the Public Offering that are 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 such 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 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” means 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 within 24 months from the closing of the Public Offering, if at all. The Company, after signing a definitive agreement for an initial 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 have been released for working capital. The decision as to whether the Company will seek stockholder approval of the initial 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 shares of Class A common stock included as part of the units sold in the Public Offering 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 such 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 such stockholder’s 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 have been released to the Company to fund working capital requirements. As a result, such shares of Class A common stock are recorded as temporary equity in the accompanying balance sheets, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” 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 shares of Class A common stock included as part of the units sold in the Public Offering 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 after the Public Offering, they will be entitled to a pro rata share of the Trust Account, with respect to such 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. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 21, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 per Common Share Net income 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 under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the period. The Company’s statements of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income 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 subsequent to the Offering date), by the weighted average number of Class A common stock outstanding for the period. Net (loss) per common share, basic and diluted, for Class F common stock is calculated by dividing the net income, less income attributable to Class F 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 for the years ended December 31, 2018 and 2017: Years ended December 31, 2018 2017 Net income available to Class A common stockholders: Interest income $ 5,559,000 $ 403,000 Less: Income and franchise taxes (1,330,000 ) (156,000 ) Expenses available to be paid with Interest income available to withdraw from Trust (1,372,000 ) (128,000 ) Net income available to Class A common stockholders $ 2,857,000 $ 119,000 Net income available to Class F common stockholders: Net income $ 2,806,000 $ 119,000 Less: amount attributable to Class A common stockholders (2,857,000 ) (119,000 ) Net (loss) allocated to class F common stockholders $ (51,000 ) $ - 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 periods. 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 $17,379,000 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 current taxable income consists of interest income on the Trust Account net of franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the years ended December 31, 2018 and 2017, the Company recorded income tax expense of approximately $1,130,000 and $130,000, respectively, primarily related to interest income earned on the Trust Account, net of franchise taxes. The Company’s effective tax rate for both the years ended December 31, 2018 and 2017 was approximately 29% and 52%, respectively, which differs 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, 2018 and 2017, the Company has a deferred tax asset of approximately $355,000 and $60,000, 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, 2018 and 2017. 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, 2018 and 2017. 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 shares of Class A common stock included as part of the units sold in the Public Offering 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 are affected by adjustments to additional paid-in capital. Accordingly, at December 31, 2018 and 2017, 28,916,141 and 28,635,526, respectively, of the 30,000,000 shares of Class A common stock included as part of the units sold in the Public Offering were classified outside of permanent equity at its redemption value. Recent Accounting Pronouncements: In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of income is required to be filed. The Company anticipates its’s first presentation of the revised presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s balance sheet. Subsequent Events: Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2018 | |
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 initial 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 in the Public Offering 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. 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 which are described in Note 4 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, 2018 | |
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 6). 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 was not exercised in full by the underwriters (see Notes 3 and 5) so that the initial stockholder would 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 were 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”). 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). A portion of the purchase price of the Private Placement Warrants has 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) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and are 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 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 within the required time period, 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 dated November 16, 2017. 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 In 2016, the Company’s Sponsor 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 a $1,000 advance made in October 2016. 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. 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 pays $10,000 a month ($120,000 annually) for office space, accounting services, utilities and secretarial support provided by the Sponsor subsequent to the date the Company’s securities were first listed on the NYSE in November 2017. Such monthly fee will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017, the proceeds of the Trust Account were invested in U.S. government treasury bills. U.S. government treasury bills held at December 31, 2018 matured in February 2019 and yield interest of approximately 2.3%. Upon maturity in February 2019 the proceeds were reinvested in U.S. Treasury Bills maturing in March 2019. 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, 2018 and 2017 balance sheets 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, 2018 and 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, 2018 and 2017 consist of U.S. government treasury bills or money market funds holding 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 Prices in Carrying value at Gross Unrealized Active Markets Description December 31, 2018 Holding Loss (Level 1) Assets: Cash and money market $ 1,000 $ - $ 1,000 U.S. government treasury bills 304,034,000 (7,000 ) 304,027,000 total $ 304,035,000 $ (7,000 ) $ 304,028,000 Quoted Price Prices in Carrying value at Gross Unrealized Active Markets Description December 31, 2017 Holding Gain (Level 1) Assets: U.S. government treasury bills $ 300,403,000 $ 18,000 $ 300,421,000 During the years ended December 31, 2018 and 2017, the Company withdrew an aggregate of approximately $1,927,000 and $-0- from the Trust Account including approximately $750,000 for working capital and $1,177,000 for payment of federal income and state franchise taxes, including estimated taxes. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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 initial 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 initial 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 was not exercised in full by the underwriters so that the Founder Shares represented 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 as of December 31, 2017. As such at December 31, 2018 and 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 (28,916,141 and 28,635,526, respectively, 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, 2018 and 2017, the rights and preferences have not been determined and there were no shares of preferred stock issued and outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 per Common Share | Net Income per Common Share Net income 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 under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the period. The Company’s statements of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income 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 subsequent to the Offering date), by the weighted average number of Class A common stock outstanding for the period. Net (loss) per common share, basic and diluted, for Class F common stock is calculated by dividing the net income, less income attributable to Class F 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 for the years ended December 31, 2018 and 2017: Years ended December 31, 2018 2017 Net income available to Class A common stockholders: Interest income $ 5,559,000 $ 403,000 Less: Income and franchise taxes (1,330,000 ) (156,000 ) Expenses available to be paid with Interest income available to withdraw from Trust (1,372,000 ) (128,000 ) Net income available to Class A common stockholders $ 2,857,000 $ 119,000 Net income available to Class F common stockholders: Net income $ 2,806,000 $ 119,000 Less: amount attributable to Class A common stockholders (2,857,000 ) (119,000 ) Net (loss) allocated to class F common stockholders $ (51,000 ) $ - |
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 periods. 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 $17,379,000 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 current taxable income consists of interest income on the Trust Account net of franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the years ended December 31, 2018 and 2017, the Company recorded income tax expense of approximately $1,130,000 and $130,000, respectively, primarily related to interest income earned on the Trust Account, net of franchise taxes. The Company’s effective tax rate for both the years ended December 31, 2018 and 2017 was approximately 29% and 52%, respectively, which differs 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, 2018 and 2017, the Company has a deferred tax asset of approximately $355,000 and $60,000, 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, 2018 and 2017. 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, 2018 and 2017. 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 shares of Class A common stock included as part of the units sold in the Public Offering 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 are affected by adjustments to additional paid-in capital. Accordingly, at December 31, 2018 and 2017, 28,916,141 and 28,635,526, respectively, of the 30,000,000 shares of Class A common stock included as part of the units sold in the Public Offering were classified outside of permanent equity at its redemption value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of income is required to be filed. The Company anticipates its’s first presentation of the revised presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s balance sheet. |
Subsequent Events | Subsequent Events: Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of net income (loss) available to each class of common stockholders | Years ended December 31, 2018 2017 Net income available to Class A common stockholders: Interest income $ 5,559,000 $ 403,000 Less: Income and franchise taxes (1,330,000 ) (156,000 ) Expenses available to be paid with Interest income available to withdraw from Trust (1,372,000 ) (128,000 ) Net income available to Class A common stockholders $ 2,857,000 $ 119,000 Net income available to Class F common stockholders: Net income $ 2,806,000 $ 119,000 Less: amount attributable to Class A common stockholders (2,857,000 ) (119,000 ) Net (loss) allocated to class F common stockholders $ (51,000 ) $ - |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Trust Account and Fair Value Measurement [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Quoted Price Prices in Carrying value at Gross Unrealized Active Markets Description December 31, 2018 Holding Loss (Level 1) Assets: Cash and money market $ 1,000 $ - $ 1,000 U.S. government treasury bills 304,034,000 (7,000 ) 304,027,000 total $ 304,035,000 $ (7,000 ) $ 304,028,000 Quoted Price Prices in Carrying value at Gross Unrealized Active Markets Description December 31, 2017 Holding Gain (Level 1) Assets: U.S. government treasury bills $ 300,403,000 $ 18,000 $ 300,421,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Nov. 16, 2017 | Dec. 31, 2018 | |
Description of Organization and Business Operations (Textual) | ||
Working capital | $ 750,000 | |
Funds held in trust account, description | The Company's amended and restated certificate of incorporation provides 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 may be released until the earlier of: (i) the completion of the initial Business Combination; or (ii) the redemption of any shares of Class A common stock included as part of the units sold in the Public Offering that are 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 such 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 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 shares of Class A common stock included as part of the units sold in the Public Offering 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 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Gross proceeds amount | $ 8,750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net income available to Class A common stockholders: | ||
Interest income | $ 5,559,000 | $ 403,000 |
Less: Income and franchise taxes | (1,330,000) | (156,000) |
Expenses available to be paid with Interest income available to withdraw from Trust | (1,372,000) | (128,000) |
Net income available to Class A common stockholders | 2,857,000 | 119,000 |
Net income available to Class F common stockholders: | ||
Net income | 2,806,000 | 119,000 |
Less: amount attributable to Class A common stockholders | (2,857,000) | (119,000) |
Net (loss) allocated to class F common stockholders | $ (51,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies (Textual) | |||
Federal depository insurance coverage | $ 250,000 | ||
Offering costs | 17,379,000 | ||
Underwriter discounts | 16,500,000 | ||
Payment of deferred cost | 10,500,000 | ||
Professional, printing, filing, regulatory and other costs | 887,000 | ||
Income tax expense | $ 1,130,000 | $ 130,000 | |
Percentage of income tax rate | 29.00% | 52.00% | |
Deferred tax asset | $ 355,000 | $ 60,000 | |
Redeem public shares in net tangible assets | $ 5,000,001 | ||
Sale of units in public offering, shares | 30,000,000 | ||
Common stock subject to possible redemption, shares | 28,916,141 | 28,635,526 | |
Withdrawn from trust for working capital purposes (up to a maximum per year) | $ 750,000 | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Federal corporate income tax rate | 21.00% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Federal corporate income tax rate | 35.00% | ||
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 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Public Offering (Textual) | |||
Gross offering proceed | $ 10,500,000 | ||
Class A Common Stock [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. 20, 2017 | Dec. 31, 2016 | Oct. 31, 2016 | Dec. 31, 2018 |
Related Party Transactions (Textual) | ||||||
Accounting services, utilities and secretarial support provided by Sponsor | $ 120,000 | |||||
Related party loan aggregate | $ 485,000 | |||||
Unsecured promissory note | $ 10,000 | |||||
Related party loans and costs, description | 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. | |||||
Over-Allotment Option [Member] | Founder Shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Shares forfeited | 1,125,000 | 1,125,000 | 1,125,000 | |||
Public Offering [Member] | ||||||
Related Party Transactions (Textual) | ||||||
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 a $1,000 advance made in October 2016. | |||||
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% | |||||
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 _3
Trust Account and Fair Value Measurement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Assets: | ||
Carrying value | $ 304,035,000 | $ 300,403,000 |
Gross Unrealized Holding Gain (Loss) | (7,000) | |
Cash and money market [Member] | ||
Assets: | ||
Carrying value | 1,000 | |
Gross Unrealized Holding Gain (Loss) | ||
U.S. government treasury bills [Member] | ||
Assets: | ||
Carrying value | 304,034,000 | 300,403,000 |
Gross Unrealized Holding Gain (Loss) | (7,000) | 18,000 |
Quoted Price Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Carrying value | 304,028,000 | |
Quoted Price Prices in Active Markets (Level 1) [Member] | Cash and money market [Member] | ||
Assets: | ||
Carrying value | 1,000 | |
Quoted Price Prices in Active Markets (Level 1) [Member] | U.S. government treasury bills [Member] | ||
Assets: | ||
Carrying value | $ 304,027,000 | $ 300,421,000 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
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. U.S. government treasury bills held at December 31, 2018 matured in February 2019 and yield interest of approximately 2.3%. Upon maturity in February 2019 the proceeds were reinvested in U.S. Treasury Bills maturing in March 2019. |
Maturity date, description | During the years ended December 31, 2018 and 2017, the Company withdrew an aggregate of approximately $1,927,000 and $-0- from the Trust Account including approximately $750,000 for working capital and $1,177,000 for payment of federal income and state franchise taxes, including estimated taxes. |
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 | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity (Textual) | ||||
Preferred stock authorized | 1,000,000 | 1,000,000 | ||
Stock split, description | 1.5 for 1 | |||
Preferred stock shares issued | ||||
Forfeiture share, description | From 750,000 to 1,125,000 | |||
Public Offering [Member] | ||||
Stockholders' Equity (Textual) | ||||
Shares subject to forfeiture | 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] | ||||
Stockholders' Equity (Textual) | ||||
Common stock shares authorized | 110,000,000 | |||
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 | |||
Shares forfeited | 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 | |||
Class A common stock [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 | 30,000,000 | 30,000,000 | ||
Common stock shares outstanding | 1,083,859 | 1,364,474 | ||
Redeemable common stock, shares | 28,916,141 | 28,635,526 | ||
Class F common stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock shares authorized | 10,000,000 | 10,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Shares forfeited | 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 | |||
Class F common stock [Member] | Founder Shares [Member] | ||||
Stockholders' Equity (Textual) | ||||
Shares forfeited | 8,625,000 | |||
Issued and outstanding shares of public offering, percentage | 20.00% |