NRC (NRCG) 10-Q 14 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 10, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Hennessy Capital Acquisition Corp. III
Entity Central Index Key	1,703,038
Trading Symbol	HCAC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		32,081,250

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 1,031,000	$ 1,353,000
Prepaid expenses	59,000	42,000
Total current assets	1,090,000	1,395,000
Cash and investments held in Trust Account	261,534,000	260,612,000
Total assets	262,624,000	262,007,000
Current liabilities:
Accounts payable	9,000	19,000
Accrued liabilities	149,000	108,000
Accrued income and franchise taxes	686,000	544,000
Total current liabilities	844,000	671,000
Other liabilities:
Deferred underwriting compensation	9,616,000	9,616,000
Total liabilities	10,460,000	10,287,000
Common stock subject to possible redemption; 24,471,723 and 24,427,763 shares at March 31, 2018 and December 31, 2017, respectively, (at value of approximately $10.10 per share)	247,164,000	246,720,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding
Common stock, $0.0001 par value; 200,000,000 authorized shares; 7,609,527 and 7,653,487 shares, respectively, issued and outstanding (excluding 24,471,723 and 24,427,763 shares, respectively, subject to possible redemption)	1,000	1,000
Additional paid-in-capital	4,274,000	4,718,000
Retained earnings	725,000	281,000
Total stockholders' equity	5,000,000	5,000,000
Total liabilities and stockholders' equity	$ 262,624,000	$ 262,007,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	7,609,527	7,653,487
Common stock, shares outstanding	7,609,527	7,653,487
Common stock subject to possible redemption, shares	24,471,723	24,427,763
Common stock subject to possible redemption, par value	$ 10.10	$ 10.10

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues
General and administrative expenses	287,000	10,000
Loss from operations	(287,000)	(10,000)
Other income - Interest income on Trust Account	923,000
Income (loss) before provision for income tax	636,000	(10,000)
Provision for income tax	192,000
Net income (loss)	$ 444,000	$ (10,000)
Weighted average common shares outstanding:
Basic	7,639,000	6,416,000
Diluted	32,081,000	6,416,000
Net income (loss) per common share:
Basic	$ 0.06	$ 0
Diluted	$ 0.01	$ 0

Condensed Statement of Stockhol

Condensed Statement of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($)	Total	Common Stock	Paid-in Capital	Additional Retained Earnings
Balance at Dec. 31, 2017	$ 5,000,000	$ 1,000	$ 4,718,000	$ 281,000
Balance, Shares at Dec. 31, 2017		7,653,487
Adjustment of proceeds subject to possible redemption at value of $10.10 per share	(444,000)		(444,000)
Adjustment of proceeds subject to possible redemption at value of $10.10 per share, Shares		(43,960)
Net income	444,000			444,000
Balance at Mar. 31, 2018	$ 5,000,000	$ 1,000	$ 4,274,000	$ 725,000
Balance, Shares at Mar. 31, 2018		7,609,527

Condensed Statement of Stockho6

Condensed Statement of Stockholders' Equity (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2018$ / shares
Statement of Stockholders' Equity [Abstract]
Proceeds subject to possible redemption, per share	$ 10.10

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ 444,000	$ (10,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income retained in Trust Account	(923,000)
Changes in operating assets and liabilities:
Increase in prepaid expenses	(17,000)
Increase in accounts payable and accrued liabilities	31,000	10,000
Increase in accrued income and franchise taxes	143,000
Net cash used in operating activities	(322,000)
Cash flows from investing activities: Cash deposited in Trust Account
Cash flows from financing activities:
Net decrease in cash	(322,000)
Cash at beginning of period	1,353,000
Cash at end of period	$ 1,031,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 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: Hennessy Capital Acquisition Corp. III (the “Company”) was incorporated in Delaware on January 3, 2017. 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 March 31, 2018, the Company had not commenced any operations. All activity for the period from January 3, 2017 (date of inception) to March 31, 2018 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, efforts have been directed toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Financing: The Company’s sponsor is Hennessy Capital Partners III LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 22, 2017. The Company intends to finance a Business Combination with proceeds from the $256,650,000 Public Offering (including $31,650,000 from the underwriters’ partial exercise of their overallotment option - Note 3) and $9,600,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement, approximately $259,217,000 was deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as discussed below. As a result of the underwriters’ exercising less than the full overallotment option, the Sponsor forfeited 52,500 shares of its common stock as described in Notes 3 and 4. The Trust Account: The funds in 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 funds held outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective targets and for general and administrative expenses. The Company’s amended and restated certificate of incorporation provides 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 Business Combination; (ii) the redemption of 100% of the shares of common stock included in the Units (as defined in Note 3) sold in the Public Offering if the Company is unable to complete a Business Combination within 18 months from the closing of the Public Offering (subject to the requirements of law); or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its Business Combination by December 28, 2018, which is 18 months from the closing of the Public Offering. 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 a Target Business. As used herein, “Target Business” must be 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 Company’s signing a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders 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 Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to have their shares redeemed by 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. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem 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 NYSE American (formerly known as NYSE MKT) rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares 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 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 Business Combination, including interest but less taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The Company only has 18 months from the closing date of the Public Offering to complete the Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 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 creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account 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. Liquidation and Going Concern The Company only has 18 months from the closing date of the Public Offering (until December 28, 2018) to complete its Business Combination. If the Company does not complete a Business Combination by December 28, 2018, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and funds released to the Company for working capital (and less up to $100,000 of interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board of Directors, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and each of the Company’s officers and directors, each of whom holds Founder Shares (defined in Note 4), have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if such initial stockholders or any of their affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account for 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. This 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 December 28, 2018. In the event of such liquidation, 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 offering price per Unit in the Public Offering.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 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 unaudited condensed interim 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”) pursuant to the rules and regulations of the 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, 2018, and the results of operations and cash flows for the periods 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 condensed interim financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 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 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 accounting 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 applicable to common stockholders by the weighted average number of common shares outstanding during the period (after deducting shares that were subject to forfeiture in connection with the Public Offering), plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Shares of common stock subject to possible redemption have been excluded from the calculation of basic income per share for the three months ended March 31, 2018 and for the period from January 3, 2017 (date of inception) to March 31, 2017 since such shares, if redeemed, only participate in their pro rata share of the Trust Account. The Company has not considered the effect of warrants to purchase 28,848,750 shares of common stock sold in the Public Offering and the concurrent private placement in the calculation of diluted income (loss) per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. For the three months ended March 31, 2018 and for the period from January 3, 2017 (date of inception) to March 31, 2017, the fully diluted calculation includes the shares subject to redemption. 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 Financial Accounting Standards Board ASC 820 (“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 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. Actual results could differ from those estimates. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering”. Offering costs of approximately $14,836,000, consisting principally of underwriting discounts of $14,115,750 (including $9,615,750 of which payment is deferred) and approximately $720,000 of professional, printing, filing, regulatory and other costs have been charged to additional paid in capital upon completion of the Public Offering. Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust Account, net of taxes. The Company’s costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2018 and for the period from January 3, 2017 (date of inception) to March 31, 2017, the Company recorded income tax expense of approximately $192,000 and $ -0- primarily related to interest income earned on the Trust Account net of franchise taxes accrued. The Company’s effective tax rate for the three months ended March 31, 2018 was approximately 31% which differs significantly from the expected 21% tax rate due to the start-up costs (discussed above) which are not currently deductible. There was no tax provision for the period from January 3, 2017 (date of inception) to March 31, 2017 because there was no interest income during that period. 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 March 31, 2018 and December 31, 2017, the Company has a deferred tax asset of approximately $200,000 and $120,000, respectively, (which reflects the lower 21% rate under which those deferred taxes would be expected to be recovered or settled) primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at March 31, 2018 and December 31, 2017. 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, 2018 or December 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, 2018 or December 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 tax positions. 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 25,665,000 shares of common stock sold as part of Units 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 ASC 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’s charter does not specify a maximum redemption threshold, it provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital. Accordingly, at March 31, 2018 and December 31, 2017, 24,471,723 and 24,427,763 of the 25,665,000 public shares were classified outside of permanent equity at redemption value. Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements but before 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	3 Months Ended
	Mar. 31, 2018
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3 – PUBLIC OFFERING In June and July 2017, the Company closed on the sale of 25,665,000 units at a price of $10.00 per unit (the “Units”) yielding gross proceeds from the Public Offering of $256,650,000. The closings occurred on June 28, 2017 with respect to 22,500,000 Units and on July 19, 2017 with respect to 3,165,000 Units related to the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of the Company’s common stock, $0.0001 par value and three-quarters of one redeemable common stock purchase warrant (the “Warrants”). Each whole warrant offered in the Public Offering is exercisable to purchase one share of our common stock. Only whole warrants may be exercised. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination. 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 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 Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 18-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 common stock to the holder upon exercise of the Warrants 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 paid an underwriting discount of approximately 2.0% of the per Unit offering price to the underwriters at the June 28, 2017 closing of the Public Offering ($4,500,000), with an additional fee (the “Deferred Fee”) of approximately 3.5% of the gross offering proceeds payable upon the Company’s completion of a Business Combination ($7,875,000). Upon closing of the partial exercise of the over-allotment option, a 5.5% deferred discount on the gross proceeds of the over-allotment option was accrued for approximately $1,741,000 resulting in the aggregate Deferred Fee of approximately $9,616,000 (approximately 3.7% of the gross offering proceeds). The Deferred Fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Business Combination. In connection with the exercise of the underwriters’ over-allotment option, 52,500 founder shares were forfeited. In addition, in June 2017, the Sponsor paid the Company approximately $9,600,000 in a private placement for the purchase of 9,616,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”) - see also Note 4. Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of approximately $259,217,000 was deposited in the Trust Account.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS Founder Shares During April 2017, the Sponsor purchased 7,906,250 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. Thereafter, the Company cancelled a portion of the Founder Shares, resulting in an aggregate of 6,468,750 Founder Shares outstanding (up to 843,750 of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised). As a result of the partial cancellations, the per-share purchase price increased to approximately $0.004 per share. In May 2017, the Sponsor transferred 1,125,000 founder shares to the Company’s officers and director nominees. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. In July 2017, pursuant to an agreement with the underwriters to limit the ownership by the initial stockholders to 20% of the Company’s issued and outstanding shares, the Sponsor forfeited 52,500 Founder Shares as a result of the over-allotment option not being exercised in full by the underwriters. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the 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 Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the 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. Private Placement Warrants Upon the June 28, 2017 closing of the Public Offering, the Sponsor paid the Company approximately $9,600,000 for the purchase of the 9,600,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement. Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering in funding the amount required to be deposited in the Trust Account pending completion of the 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 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 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, then the proceeds deposited in the Trust Account will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless. Registration Rights The Company’s initial stockholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The Company’s initial stockholders and holders of the Private Placement Warrants will be 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 will 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. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Related Party Loans On March 31, 2017, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. During 2017, the Company borrowed the entire $300,000 available under the Note and the non-interest bearing loans were paid in full on June 28, 2017. Administrative Services Agreement and Other Agreements The Company pays $15,000 a month ($45,000 for the three months ended March 31, 2018) for office space, administrative services and secretarial support to an affiliate of the Sponsor, Hennessy Capital LLC. Services commenced on June 23, 2017 and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. Also, commencing on June 23, 2017 (the date the securities were first listed on the NYSE MKT), the Company has agreed to compensate its Chief Financial Officer $25,000 per month prior to the consummation of the Business Combination, of which 50% is payable in cash currently and 50% in cash upon the successful completion of the Business Combination. Approximately $115,000 and $78,000, respectively, has been included in accrued liabilities for the deferred compensation of the Chief Financial Officer at March 31, 2018 and December 31, 2017.

Trust Account and Fair Value Me

Trust Account and Fair Value Measurement	3 Months Ended
	Mar. 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 approximately $259,217,000 was deposited into the Trust Account. The 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 March 31, 2018 and December 31, 2017, the proceeds of the Trust Account were invested primarily in U.S. government treasury bills maturing in 2018 yielding interest of between approximately 1.1% and 1.4% per year. 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 March 31, 2018 and December 31, 2017 condensed 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 March 31, 2018 and December 31, 2017 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at March 31, 2018 and December 31, 2017 consisted of U.S. government treasury bills and money market funds that invest only in 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: Carrying value at March 31, 2018 Gross Unrealized Holding (Losses) Quoted Price Prices in Active Markets (Level 1) Description Assets: Cash and money market funds $ 118,000 $ - $ 118,000 U.S. government treasury bills 261,416,000 (37,000 ) 261,379,000 Total $ 261,534,000 $ (37,000 ) $ 261,497,000 Carrying value at December 31, 2017 Gross Unrealized Holding Gains Quoted Price Prices in Active Markets (Level 1) Description Assets: Cash $ 15,000 $ - $ 15,000 U.S. government treasury bills 260,597,000 21,000 260,618,000 Total $ 260,612,000 $ 21,000 $ 260,633,000 Subsequent to March 31, 2018, in April 2018, the Company withdrew approximately $916,000 from the Trust Account in connection with the payment of its 2017, and partial estimated 2018, income and franchise taxes.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY Common Stock On June 22, 2017, the Company amended and restated its amended and restated certificate of incorporation to increase the number of its authorized shares of common stock from 29,000,000 shares to 200,000,000 shares. The Company may (depending on the terms of the Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock they own. In June and July 2017, a total of 25,665,000 shares of common stock were issued as part of the Units in the Public Offering (including Units issued in connection with the partial exercise of the underwriters’ over-allotment option) and in July 2017, 52,500 founder shares were forfeited resulting in 32,081,250 shares of common stock issued and outstanding including 24,471,723 and 24,475,832 shares, respectively, subject to redemption at March 31, 2018 and December 31, 2017. 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 March 31, 2018 and December 31, 2017, there were no shares of preferred stock issued and outstanding.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying unaudited condensed interim 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”) pursuant to the rules and regulations of the 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, 2018, and the results of operations and cash flows for the periods 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 condensed interim financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 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 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 accounting 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 applicable to common stockholders by the weighted average number of common shares outstanding during the period (after deducting shares that were subject to forfeiture in connection with the Public Offering), plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Shares of common stock subject to possible redemption have been excluded from the calculation of basic income per share for the three months ended March 31, 2018 and for the period from January 3, 2017 (date of inception) to March 31, 2017 since such shares, if redeemed, only participate in their pro rata share of the Trust Account. The Company has not considered the effect of warrants to purchase 28,848,750 shares of common stock sold in the Public Offering and the concurrent private placement in the calculation of diluted income (loss) per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. For the three months ended March 31, 2018 and for the period from January 3, 2017 (date of inception) to March 31, 2017, the fully diluted calculation includes the shares subject to redemption.
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 Financial Accounting Standards Board ASC 820 (“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 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. Actual results could differ from those estimates.
Offering Costs	Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering”. Offering costs of approximately $14,836,000, consisting principally of underwriting discounts of $14,115,750 (including $9,615,750 of which payment is deferred) and approximately $720,000 of professional, printing, filing, regulatory and other costs have been charged to additional paid in capital upon completion of the Public Offering.
Income Taxes	Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust Account, net of taxes. The Company’s costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2018 and for the period from January 3, 2017 (date of inception) to March 31, 2017, the Company recorded income tax expense of approximately $192,000 and $ -0- primarily related to interest income earned on the Trust Account net of franchise taxes accrued. The Company’s effective tax rate for the three months ended March 31, 2018 was approximately 31% which differs significantly from the expected 21% tax rate due to the start-up costs (discussed above) which are not currently deductible. There was no tax provision for the period from January 3, 2017 (date of inception) to March 31, 2017 because there was no interest income during that period. 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 March 31, 2018 and December 31, 2017, the Company has a deferred tax asset of approximately $200,000 and $120,000, respectively, (which reflects the lower 21% rate under which those deferred taxes would be expected to be recovered or settled) primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at March 31, 2018 and December 31, 2017. 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, 2018 or December 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, 2018 or December 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 tax positions. 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 25,665,000 shares of common stock sold as part of Units 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 ASC 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’s charter does not specify a maximum redemption threshold, it provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital. Accordingly, at March 31, 2018 and December 31, 2017, 24,471,723 and 24,427,763 of the 25,665,000 public shares were classified outside of permanent equity at redemption value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Subsequent Events	Subsequent Events: Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements but before 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.

Trust Account and Fair Value 15

Trust Account and Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2018
Trust Account and Fair Value Measurement [Abstract]
Schedule of fair values for identical assets or liabilities	Carrying value at March 31, 2018 Gross Unrealized Holding (Losses) Quoted Price Prices in Active Markets (Level 1) Description Assets: Cash and money market funds $ 118,000 $ - $ 118,000 U.S. government treasury bills 261,416,000 (37,000 ) 261,379,000 Total $ 261,534,000 $ (37,000 ) $ 261,497,000 Carrying value at December 31, 2017 Gross Unrealized Holding Gains Quoted Price Prices in Active Markets (Level 1) Description Assets: Cash $ 15,000 $ - $ 15,000 U.S. government treasury bills 260,597,000 21,000 260,618,000 Total $ 260,612,000 $ 21,000 $ 260,633,000

Description of Organization a16

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 28, 2017	Mar. 31, 2018	Mar. 31, 2017
Description of Organization and Business Operations (Textual)
Proceeds from issuance of public offering	$ 4,500,000	$ 256,650,000
Cash deposited in trust account
Business acquisition, description		(i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the Units (as defined in Note 3) sold in the Public Offering if the Company is unable to complete a Business Combination within 18 months from the closing of the Public Offering (subject to the requirements of law); or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of its public shares if it does not complete its Business Combination by December 28, 2018, which is 18 months from the closing of the Public Offering.
Business combination, description		"Target Business" must be 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 Company's signing a definitive agreement in connection with the Business Combination.
Tangible assets		$ 5,000,001
Interest paid		100,000
Proceeds from issuance of private placement		9,600,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Textual)
Proceeds from issuance of public offering		31,650,000
Trust account, value		$ 259,217,000
Forfeiture of founder shares		52,500
Proceeds from issuance of private placement		$ 9,600,000
Public Offering (until December 28, 2018) [Member]
Description of Organization and Business Operations (Textual)
Business acquisition, description		The Company only has 18 months from the closing date of the Public Offering (until December 28, 2018) to complete its Business Combination. If the Company does not complete a Business Combination by December 28, 2018, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and funds released to the Company for working capital (and less up to $100,000 of interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, subject to the approval of the Company's remaining stockholders and its Board of Directors, dissolve and liquidate the balance of the Company's net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Summary of Significant Accounting Policies (Textual)
Federal depository insurance coverage	$ 250,000
Offering cost	14,836,000
Underwriting discounts	14,115,750
Deferred underwriting compensation	9,616,000		$ 9,616,000
Underwriters expenses related to professional, printing, filing, regulatory and other costs	$ 720,000
Common stock issued part of units in public offering	25,665,000
Tangible assets	$ 5,000,001
Weighted average number of common shares outstanding	32,081,000	6,416,000
Warrants to purchase common stock	28,848,750
Income tax expense	$ 192,000
Deferred tax asset	$ 200,000		$ 120,000
Effective tax rate	31.00%
Expected income tax rate	21.00%
Reduction in federal corporate income tax rate, description	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.
Common stock subject to possible redemption, shares	24,471,723		24,427,763
Public Offering [Member]
Summary of Significant Accounting Policies (Textual)
Common stock issued part of units in public offering	25,665,000

Public Offering (Details)

Public Offering (Details) - USD ($)	1 Months Ended				3 Months Ended
	Jul. 31, 2017	Jul. 19, 2017	Jun. 30, 2017	Jun. 28, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Public Offering (Textual)
Common stock par value					$ 0.0001		$ 0.0001
Percentage of deferred fee				3.70%
Cash deposited in trust account
Proceeds from issuance of public offering				$ 4,500,000	256,650,000
Issuance of over-allotment options		3,165,000
Proceeds from issuance of private placement					$ 9,600,000
Gross offering proceeds payable completion business combination				$ 7,875,000
Public Offering [Member]
Public Offering (Textual)
Yielding gross proceeds from public offering	$ 256,650,000		$ 256,650,000
Shares issued, price per share	$ 10		$ 10
Business combination, description	Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 18-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 common stock to the holder upon exercise of the Warrants 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.
Common stock issued part of units in public offering	25,665,000		25,665,000
Over-Allotment Option [Member]
Public Offering (Textual)
Percentage of underwriting discount				2.00%
Percentage of deferred fee				3.50%	5.50%
Proceeds from issuance of public offering					$ 31,650,000
Forfeited shares					52,500
Issuance of over-allotment options				22,500,000
Proceeds from issuance of private placement					$ 9,600,000
Deferred Fee				$ 9,616,000
Proceeds of the overallotment option				$ 1,741,000
Private Placement Warrants [Member]
Public Offering (Textual)
Cash deposited in trust account			$ 259,217,000
Share price of warrant			$ 1
Purchase of warrant shares			9,616,000
Proceeds from issuance of private placement			$ 9,600,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended						3 Months Ended	12 Months Ended
	Jul. 31, 2017	Jun. 28, 2017	Jun. 23, 2017	May 31, 2017	Apr. 30, 2017	Mar. 31, 2017	Mar. 31, 2018	Dec. 31, 2017
Related Party Transactions (Textual)
Related party transaction, description							The Company's initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the 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 Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the 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.
Forfeiture of founder shares	52,500
Ownership percentage on issued and outstanding shares	20.00%
Proceeds from issuance of private placement							$ 9,600,000
Warrants to purchase							28,848,750
Related party loan borrowed		$ 300,000
Payment of office space, administrative services			$ 15,000
Company pays administrative fees monthly							$ 45,000
Private Placement Warrants [Member]
Related Party Transactions (Textual)
Proceeds from issuance of private placement		$ 9,600,000
Warrant price		$ 1
Warrants to purchase		9,600,000
Private placement warrant, description		Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share.
Officers [Member]
Related Party Transactions (Textual)
Founder shares aggregate				1,125,000
Director nominees [Member]
Related Party Transactions (Textual)
Founder shares aggregate				1,125,000
Chief Financial Officer [Member]
Related Party Transactions (Textual)
Deferred fees payable			$ 25,000				$ 115,000	$ 78,000
Percentage of business combination cash payable			50.00%
Sponsor [Member]
Related Party Transactions (Textual)
Issuance of unsecured promissory note						$ 10,000
Related party loans aggregate						$ 300,000
Common stock [Member]
Related Party Transactions (Textual)
Purchase price per share increased					$ 0.004
Forfeiture of founder shares							6,468,750
Shares issued, price per share					$ 0.003
Common stock [Member] | Sponsor [Member]
Related Party Transactions (Textual)
Founder shares, value					$ 25,000
Founder shares aggregate					6,468,750
Founder shares					7,906,250
Forfeiture of founder shares					843,750

Trust Account and Fair Value 20

Trust Account and Fair Value Measurement (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Assets:
Cash	$ 118,000	$ 15,000
U.S. government treasury bills	261,416,000	260,597,000
Total	261,534,000	260,612,000
Gross Unrealized Holding (Losses) [Member]
Assets:
Cash
U.S. government treasury bills	(37,000)	21,000
Total	(37,000)	21,000
Quoted Price Prices in Active Markets (Level 1) [Member]
Assets:
Cash	118,000	15,000
U.S. government treasury bills	261,379,000	260,618,000
Total	$ 261,497,000	$ 260,633,000

Trust Account and Fair Value 21

Trust Account and Fair Value Measurement (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Trust Account and Fair Value Measurement (Textual)
Cash deposited in trust account
Trust account, description	The proceeds of the Trust Account were invested primarily in U.S. government treasury bills maturing in 2018 yielding interest of between approximately 1.1% and 1.4% per year.
Cash withdraw from trust account	$ 916,000
Public Offering and Private Placement [Member]
Trust Account and Fair Value Measurement (Textual)
Cash deposited in trust account	$ 259,217,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - shares	1 Months Ended		3 Months Ended	12 Months Ended
	Jul. 31, 2017	Jun. 30, 2017	Mar. 31, 2018	Dec. 31, 2017
Stockholders' Equity (Textual)
Authorized common stock			200,000,000	200,000,000
Preferred stock authorized			1,000,000	1,000,000
Redemption of common stock shares			24,471,723	24,427,763
Common stock issued			7,609,527	7,653,487
Common stock outstanding			7,609,527	7,653,487
Preferred stock, shares issued
Preferred stock, shares outstanding
Over-Allotment Option [Member]
Stockholders' Equity (Textual)
Forfeited shares			52,500
Public Offering [Member]
Stockholders' Equity (Textual)
Common stock issued part of units in public offering	25,665,000	25,665,000
Common Stock [Member]
Stockholders' Equity (Textual)
Common stock issued part of units in public offering				25,665,000
Common stock issued				32,081,250
Common stock outstanding				32,081,250