Vantage Energy Acquisition (VEAC) 10-Q 25 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	2 Months Ended
	Mar. 31, 2017	May 25, 2017
Entity Registrant Name	Vantage Energy Acquisition Corp.
Entity Central Index Key	1,698,209
Trading Symbol	VEAC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Entity Filer Category	Non-accelerated Filer
Class A common stock
Entity Common Stock, Shares Outstanding		55,200,000
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		13,800,000

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Mar. 31, 2017USD ($)
ASSETS:
Current asset: cash	$ 15,000
Deferred offering costs	388,801
Total assets	403,801
Current liabilities:
Accrued formation and offering costs	237,142
Advances from related party	25,857
Note payable - related party	122,814
Total liabilities	385,813
Commitments and contingencies
Stockholder's equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	23,850
Accumulated deficit	(7,012)
Total stockholder's equity	17,988
Total liabilities and stockholder's equity	403,801
Class A common stock
Stockholder's equity:
Common stock value
Class B Common Stock
Stockholder's equity:
Common stock value	1,150
Total stockholder's equity	$ 1,150

Condensed Balance Sheet (Unaud3

Condensed Balance Sheet (Unaudited) (Parenthetical)	Mar. 31, 2017$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A common stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	150,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	50,000,000
Common stock, shares issued	11,500,000
Common stock, shares outstanding	11,500,000

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited)	2 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Income Statement [Abstract]
Revenue
Formation and operating costs	7,012
Net loss	$ (7,012)
Weighted average shares of common stock outstanding - basic and diluted | shares	11,500,000
Net loss per shares of common stock - basic and diluted | $ / shares	$ 0

Condensed Statement of Changes

Condensed Statement of Changes in Stockholder's Equity (Unaudited) - 2 months ended Mar. 31, 2017 - USD ($)	Total	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balances at Feb. 07, 2017
Balances, shares at Feb. 07, 2017
Sale of Class B common stock to Sponsor at approximately $0.002 per share	25,000	$ 1,150	23,850
Sale of Class B common stock to Sponsor at approximately $0.002 per share, shares		11,500,000
Net loss	(7,012)			$ (7,012)
Balances at Mar. 31, 2017	$ 17,988	$ 1,150	$ 23,850	$ (7,012)
Balances, shares at Mar. 31, 2017		11,500,000

Condensed Statement of Changes6

Condensed Statement of Changes in Stockholder's Equity (Unaudited) (Parenthetical)	Mar. 31, 2017$ / shares
Statement of Stockholders' Equity [Abstract]
Sale of Class B common stock per share	$ 0.002

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	2 Months Ended
	Mar. 31, 2017USD ($)
Cash Flows From Operating Activities:
Net loss	$ (7,012)
Changes in operating assets and liabilities:
Accrued formation and offering costs	4,155
Net Cash Used In Operating Activities	(2,857)
Cash Flows From Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from Sponsor note	122,814
Payments of offering costs	(129,957)
Net Cash Provided By Financing Activities	17,857
Net change in cash	15,000
Cash at beginning of period
Cash at end of period	15,000
Supplemental disclosure of non-cash financing activities:
Payment of formation and organization costs by related party	25,857
Deferred offering costs included in accrued formation and offering costs	$ 232,987

Description of Organization and

Description of Organization and Business Operations	2 Months Ended
	Mar. 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 Vantage Energy Acquisition Corp. (the ‘‘ Company Initial Business Combination Securities Act JOBS Act At March 31, 2017, the Company had not commenced any operations. All activity for the period from February 8, 2017 (date of inception) through March 31, 2017 relates to the Company’s formation and the initial public offering (‘‘ Public Offering st Sponsor The Company’s sponsor is NGP Vantage Energy LLC, a Delaware limited liability company (the “ Sponsor Trust Account 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 Trust Account The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds 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, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “ Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial 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, or (ii) provide stockholders with the opportunity to sell their Public 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 the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public 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 law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (‘‘ FASB ASC Distinguishing Liabilities from Equity Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Summary of Significant Accounti

Summary of Significant Accounting Policies	2 Months Ended
	Mar. 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 unaudited interim condensed financial statements of the Company are presented in U.S. dollars in conformity 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”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2017 and the results of operations and cash flows for the period presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on April 12, 2017 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on April 21, 2017 and the unaudited pro forma balance sheet included in the Form 8-K filed by the Company with the SEC on April 25, 2017. 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At March 31, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes 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 March 31, 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 March 31, 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Public Offering

Public Offering	2 Months Ended
	Mar. 31, 2017
Public Offering [Abstract]
Public Offering	Note 3. Public Offering Subsequent to March 31, 2017, the Company closed its Public Offering of 55,200,000 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-third of one warrant (each, a “ Warrant Warrants The Company granted the underwriters a 45-day option to purchase up to 7,200,000 additional Units to cover any overallotments at the initial public offering price less the underwriting discounts and commissions. The Units issued in connection with the overallotment option are identical to the Units issued in the Public Offering. The Company paid underwriting discounts and commissions of 2.0% of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “ Deferred Discount

Related Party Transactions

Related Party Transactions	2 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related Party Transactions Founder Shares In February 2017, the Sponsor purchased 11,500,000 shares of Class B common stock (the “ Founder Shares The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. Prior to the Public Offering, the initial stockholders agreed to forfeit up to 1,500,000 shares to the extent that the overallotment option was not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the overallotment 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. The Company’s initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Upon the closing of the Public Offering on April 17, 2017 and April 19, 2017, the Sponsor purchased an aggregate of 8,693,333 private placement warrants at a price of $1.50 per whole warrant (approximately $13,040,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the Public Offering (the “ Private Placement Warrants The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On February 14, 2017, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Proposed Offering pursuant to an unsecured promissory note (the ‘‘Note’’). This loan is non-interest bearing and payable on the earlier of June 30, 2017 or the completion of the Public Offering. During the period February 14, 2017 to March 31, 2017, the Sponsor paid costs associated with the Public Offering in an aggregate of approximately $122,814 under the promissory note. Subsequent to March 31, 2017, an additional $77,186 was advanced to the Company under the note as well as additional $7,277 on behalf of the Company related to the offering. Upon closing of the Offering, the Company paid $207,277 in settlement of the Note and additional costs. Advances from Related Party An affiliate of the Company’s executive officers advanced funds to the Company to pay administrative expenses and offering costs incurred. These advances are due on demand and are non-interest bearing. During the period February 14, 2017 to March 31, 2017, the affiliate advanced $25,857 on behalf of the Company. Subsequent to March 31, 2017, an additional $24,500 was advanced to the Company. As of March 31, 2017, the amount due to the related party was $25,857 and is presented as Advances from related party on the accompanying condensed balance sheet. Administrative Support Agreement Commencing on the date the Units are first listed on the NASDAQ, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Stockholder's Equity

Stockholder's Equity	2 Months Ended
	Mar. 31, 2017
Stockholder's Equity [Abstract]
Stockholder's Equity	Note 5. Stockholder’s Equity Common Stock The authorized common stock of the Company includes up to 150,000,000 shares of Class A common stock and 50,000,000 shares of Class B common stock (see Note 6). If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At March 31, 2017, there were 11,500,000 shares of Class B common stock issued and outstanding, of which 1,500,000 shares were subject to forfeiture to the extent that the underwriter overallotment was not exercised (see Note 6). Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2017, there were no shares of preferred stock issued or outstanding.

Subsequent Events

Subsequent Events	2 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 6. Subsequent Events In April 2017, the Company effected a stock dividend of 2,300,000 Class B shares, resulting in the initial stockholders holding an aggregate of 13,800,000 Founder Shares. The stock dividend also adjusted the shares subject to forfeiture from 1,500,000 to 1,800,000, to the extent that the overallotment 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. In April 2017, the Company entered into a forward purchase agreement ( “Forward Purchase Agreement”) Forward Purchase Warrant Forward Purchase Units The obligations under the Forward Purchase Agreement do not depend on whether any public stockholders elect to redeem their shares in connection with the Initial Business Combination and provide the Company with a minimum funding level for the Initial Business Combination. Additionally, the obligations of the Sponsor to purchase the Forward Purchase Units are subject to termination prior to the closing of the sale of such units by mutual written consent of the Company and such party, or automatically: (i) if the Public Offering is not consummated on or prior to June 30, 2017; (ii) if the Initial Business Combination is not consummated within 24 months from the closing of the Public Offering, unless extended up to a maximum of sixty (60) days in accordance with the Company’s amended and restated certificate of incorporation; or (iii) if the Sponsor or the Company become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Sponsor or the Company in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In addition, the obligations of the Sponsor to purchase the Forward Purchase Units are subject to fulfillment of customary closing conditions, including that the Initial Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units. In April 2017, the Company amended and restated the Company’s certificate of incorporation to, among other things, increase the Company’s authorized capital stock. Pursuant to the amended and restated certificate of incorporation, the total number of all shares of all classes of capital stock is 221,000,000, consisting of (a) 220,000,000 shares of common stock including (i) 200,000,000 shares of Class A common stock and (ii) 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. On April 10, 2017, the Sponsor transferred an aggregate of 80,000 Founder Shares to our independent directors at their original purchase price. On April 17, 2017, the Company consummated the initial Public Offering of 48,000,000 Units generating gross proceeds of $480,000,000 which is described in Note 3. The Sponsor purchased an aggregate of 7,733,333 Private Placement Warrants at a purchase price of $1.50 per warrant, or approximately $11,600,000 in the aggregate, in a private placement simultaneously with the closing of the Public Offering. On April 19, 2017, the Company consummated the closing of the sale of 7,200,000 additional Units at a price of $10.00 per Unit subsequent to receiving notice of the underwriters’ election to fully exercise their overallotment option, generating additional gross proceeds of approximately $72,000,000 and incurred additional offering costs of approximately $1.44 million in underwriting discounts and commissions. Simultaneously with the closing of the overallotment, the Company consummated the private placement of an additional 960,000 Private Placement Warrants to the Sponsor, generating gross proceeds of approximately $1.44 million.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	2 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed financial statements of the Company are presented in U.S. dollars in conformity 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”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2017 and the results of operations and cash flows for the period presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on April 12, 2017 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on April 21, 2017 and the unaudited pro forma balance sheet included in the Form 8-K filed by the Company with the SEC on April 25, 2017.
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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At March 31, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes 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 March 31, 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 March 31, 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Description of Organization a15

Description of Organization and Business Operations (Details)	2 Months Ended
	Mar. 31, 2017USD ($)
Description of Organization and Business Operations (Textual)
Proceeds from initial public offering of units	$ 7,277
Initial Business Combination [Member]
Description of Organization and Business Operations (Textual)
Net tangible assets	5,000,001
Interest paid to dissolution expenses	$ 100,000
Initial business combination, period	24 months
Trust Account [Member]
Description of Organization and Business Operations (Textual)
Description of initial business combination	Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the "Public Shares") sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; and (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 an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law).
U.S. government treasury bills maturity	180 days
Trust Account [Member] | Initial Business Combination [Member]
Description of Organization and Business Operations (Textual)
Percentage of fair market value of assets held	80.00%
Sponsor [Member]
Description of Organization and Business Operations (Textual)
Proceeds from initial public offering of units	$ 480,000,000
Proceeds from private placement	11,600,000
Sponsor [Member] | Trust Account [Member]
Description of Organization and Business Operations (Textual)
Proceeds from initial public offering of units	480,000,000
Proceeds from private placement	$ 552,000,000

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Details)	2 Months Ended
	Mar. 31, 2017USD ($)
Summary of Significant Accounting Policies (Textual)
Deferred offering costs	$ 388,801
Federal depository insurance	$ 250,000

Public Offering (Details)

Public Offering (Details) - USD ($)	1 Months Ended		2 Months Ended
	Apr. 19, 2017	Apr. 17, 2017	Mar. 31, 2017
Public Offering (Textual)
Gross proceeds			$ 25,000
Sale of Class B common stock per share			$ 0.002
Proceeds from initial public offering of units			$ 7,277
Underwriting discount rates			2.00%
Additional fees for deferred discount			3.5
Trading days description			If the last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders.
Subsequent Events [Member]
Public Offering (Textual)
Proceeds from initial public offering of units		$ 480,000,000
Common Class A [Member]
Public Offering (Textual)
Sale of Class B common stock per share			$ 11.50
Common stock par value			0.0001
Warrant price			$ 0.01
Public Offering (Member)
Public Offering (Textual)
Gross proceeds and sale of units			55,200,000
Gross proceeds			$ 552,000,000
Sale of Class B common stock per share			$ 10
Additional sale of units			$ 7,200,000
Overallotment option[Member] | Subsequent Events [Member]
Public Offering (Textual)
Gross proceeds and sale of units	7,200,000	48,000,000
Sale of Class B common stock per share	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Apr. 10, 2017	Apr. 19, 2017	Apr. 17, 2017	Feb. 28, 2017	Feb. 14, 2017	Mar. 31, 2017
Related Party Transactions (Textual)
Aggregate purchase pric per unit						$ 0.002
Initial business combination, Description				(A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Aggregate loan amount					$ 200,000
Sponsor paid costs under promissory note						$ 122,814
Additional amount related to offering						7,277
Sponsor amount per month						10,000
Advances from related party						25,857
Additional paid settlement costs						207,277
Additional advanced to related party						77,186
Class B Common Stock
Related Party Transactions (Textual)
Number of shares purchasd from sponsor				11,500,000
Founder shares, value				$ 25,000
Aggregate purchase pric per unit				$ 0.002
Executive officer [Member]
Related Party Transactions (Textual)
Advances from related party						25,857
Additional advanced to related party						$ 24,500
Subsequent Events [Member]
Related Party Transactions (Textual)
Number of shares purchasd from sponsor	80,000
Additional amount related to offering			$ 480,000,000
Private Placement [Member] | Subsequent Events [Member]
Related Party Transactions (Textual)
Warrant exercise price		$ 1.50	$ 1.50
Aggregate warrants purchased from sponsor		8,693,333	8,693,333
Aggregate warrants value		$ 13,040,000	$ 13,040,000
Warrant, Description		Each whole Private Placement Warrant is exercisable for one whole share of the Company's Class A common stock at a price of $11.50 per share.	Each whole Private Placement Warrant is exercisable for one whole share of the Company's Class A common stock at a price of $11.50 per share.
Over Allotment Option [Member]
Related Party Transactions (Textual)
Public offering shares forfeited				1,500,000
Percentage of issued and outstanding shares				20.00%
Over Allotment Option [Member] | Subsequent Events [Member]
Related Party Transactions (Textual)
Number of shares purchasd from sponsor		7,200,000
Aggregate purchase pric per unit		$ 10

Stockholder's Equity (Details)

Stockholder's Equity (Details) - shares	Apr. 10, 2017	Apr. 19, 2017	Feb. 28, 2017	Mar. 31, 2017
Stockholder's Equity (Textual)
Preferred stock, shares authorized				1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Subsequent Event [Member]
Stockholder's Equity (Textual)
Number of shares purchasd from sponsor	80,000
Subsequent Event [Member] | Overallotment option[Member]
Stockholder's Equity (Textual)
Number of shares purchasd from sponsor		7,200,000
Class A common stock
Stockholder's Equity (Textual)
Common stock, shares authorized				150,000,000
Common stock, shares issued
Common stock shares, outstanding
Class B Common Stock
Stockholder's Equity (Textual)
Common stock, shares authorized				50,000,000
Common stock, shares issued				11,500,000
Common stock shares, outstanding				11,500,000
Stock dividend subject to forfeiture shares				1,500,000
Number of shares purchasd from sponsor			11,500,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Apr. 10, 2017	Apr. 30, 2017	Apr. 19, 2017	Apr. 17, 2017	Feb. 28, 2017	Mar. 31, 2017
Subsequent Events (Textual)
Aggregate purchase pric per unit						$ 0.002
Proceeds of initial public offering						$ 7,277
Common Class A [Member]
Subsequent Events (Textual)
Aggregate purchase pric per unit						$ 11.50
Class B Common Stock [Member]
Subsequent Events (Textual)
Stock dividend subject to forfeiture shares						1,500,000
Aggregate purchase pric per unit					$ 0.002
Initial public offering units						11,500,000
Sale of additional units					11,500,000
Subsequent Events [Member]
Subsequent Events (Textual)
Stock dividend of Class B shares		2,300,000
Aggregate of founder shares		13,800,000
Percentage of founder shares issued and outstanding		20.00%
Sponsor agreed to purchase of warrants		13,333,333
Aggregate purchase price		$ 400,000,000
Description of business combination		(i) if the Public Offering is not consummated on or prior to June 30, 2017; (ii) if the Initial Business Combination is not consummated within 24 months from the closing of the Public Offering, unless extended up to a maximum of sixty (60) days in accordance with the Company's amended and restated certificate of incorporation; or (iii) if the Sponsor or the Company become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Sponsor or the Company in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment.
Total number of capital stock		221,000,000
Initial public offering units				48,000,000
Proceeds of initial public offering				$ 480,000,000
Sponsor purchased an aggregate of private placement warrants				7,733,333
Purchase price of per warrant				$ 1.50
Aggregate private placement				$ 11,600,000
Sale of additional units	80,000
Subsequent Events [Member] | Overallotment option[Member]
Subsequent Events (Textual)
Aggregate purchase pric per unit			$ 10
Sale of additional units			7,200,000
Additional amount of gross proceeds			$ 72,000,000
Additional offering costs of underwriting discounts and commissions			$ 1,440,000
Additional private placement warrants to sponsor shares			960,000
Generating gross proceeds of private placement			$ 1,440,000
Subsequent Events [Member] | Common stock [Member]
Subsequent Events (Textual)
Total number of capital stock		220,000,000
Subsequent Events [Member] | Preferred stock [Member]
Subsequent Events (Textual)
Total number of capital stock		1,000,000
Subsequent Events [Member] | Common Class A [Member]
Subsequent Events (Textual)
Sponsor agreed to purchase of common stock		40,000,000
Total number of capital stock		200,000,000
Subsequent Events [Member] | Class B Common Stock [Member]
Subsequent Events (Textual)
Total number of capital stock		20,000,000
Subsequent Events [Member] | Maximum [Member] | Overallotment option[Member]
Subsequent Events (Textual)
Stock dividend subject to forfeiture shares		1,800,000
Subsequent Events [Member] | Minimum [Member] | Overallotment option[Member]
Subsequent Events (Textual)
Stock dividend subject to forfeiture shares		1,500,000