NRC (NRCG) 10-Q 10 Oct 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 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	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		32,081,250

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 440,000	$ 1,353,000
Prepaid expenses	31,000	42,000
Total current assets	471,000	1,395,000
Cash and investments held in Trust Account	262,475,000	260,612,000
Total assets	262,946,000	262,007,000
Current liabilities:
Accounts payable	43,000	19,000
Accrued business combination costs	3,328,000
Other accrued liabilities	191,000	108,000
Accrued income and franchise taxes	48,000	544,000
Total current liabilities	3,610,000	671,000
Other liabilities:
Deferred underwriting compensation	9,616,000	9,616,000
Total liabilities	13,226,000	10,287,000
Common stock subject to possible redemption; 24,229,748 and 24,427,763 shares at September 30, 2018 and December 31, 2017, respectively, (at value of approximately $10.10 per share)	244,720,000	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; 7,851,502 and 7,653,487 shares, respectively, issued and outstanding (excluding 24,229,748 and 24,427,763 shares, respectively, subject to possible redemption)	1,000	1,000
Additional paid-in-capital	6,718,000	4,718,000
Retained earnings (accumulated deficit)	(1,719,000)	281,000
Total stockholders' equity	5,000,000	5,000,000
Total liabilities and stockholders' equity	$ 262,946,000	$ 262,007,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 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	7,851,502	7,653,487
Common stock, shares outstanding	7,851,502	7,653,487
Common stock subject to possible redemption, shares	24,229,748	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		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenues
General and administrative expenses	1,552,000	774,000	4,515,000	841,000
Loss from operations	(1,552,000)	(774,000)	(4,515,000)	(841,000)
Other income - Interest income on Trust Account	1,213,000	658,000	3,175,000	664,000
Loss before provision for income tax	(339,000)	(116,000)	(1,340,000)	(177,000)
Provision for income tax	258,000	207,000	660,000	207,000
Net loss	$ (597,000)	$ (323,000)	$ (2,000,000)	$ (384,000)
Weighted average common shares outstanding: Basic and diluted	7,825,000	7,565,000	7,735,000	6,295,000
Net loss per common share:
Basic and diluted	$ (0.08)	$ (0.04)	$ (0.26)	$ (0.06)

Condensed Statement of Stockhol

Condensed Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($)	Total	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)
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	2,000,000		2,000,000
Adjustment of proceeds subject to possible redemption at value of $10.10 per share, shares		198,015
Net loss	(2,000,000)			(2,000,000)
Balance at Sep. 30, 2018	$ 5,000,000	$ 1,000	$ 6,718,000	$ (1,719,000)
Balance, shares at Sep. 30, 2018		7,851,502

Condensed Statement of Stockh_2

Condensed Statement of Stockholders' Equity (Unaudited) (Parenthetical)	9 Months Ended
	Sep. 30, 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 ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (2,000,000)	$ (384,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income earned on Trust Account	(3,175,000)	(664,000)
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses	11,000	(68,000)
Increase in accounts payable and other accrued liabilities	107,000	832,000
Increase in accrued business combination costs	3,328,000
Decrease in accrued income and franchise taxes	(496,000)
Net cash used in operating activities	(2,225,000)	(284,000)
Cash flows from investing activities:
Withdrawal from Trust Account for taxes	1,312,000
Cash deposited in Trust Account		(259,217,000)
Net cash provided by (used in) financing activities	1,312,000	(259,217,000)
Cash flows from financing activities:
Proceeds from sale of common stock to Sponsor		25,000
Proceeds from note payable and advances - related party		300,000
Proceeds from sale of Public Offering Units		256,650,000
Proceeds from sale of Private Placement Warrants		9,600,000
Payment of underwriting discounts		(4,500,000)
Payment of offering costs		(636,000)
Payment of notes payable and advances - related party		(300,000)
Net cash provided by financing activities		261,139,000
Net increase (decrease) in cash	(913,000)	1,638,000
Cash at beginning of period	1,353,000
Cash at end of period	440,000	1,638,000
Supplemental disclosure of cash flow information:
Cash paid for taxes	1,312,000
Deferred underwriters' commission		9,616,000
Offering costs included in accounts payable and accrued liabilities		$ 84,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 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 “Initial 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 September 30, 2018, the Company had not commenced any operations. All activity for the period from January 3, 2017 (date of inception) to September 30, 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 Initial Business Combination. The Company will not generate any operating revenues until after completion of the Initial 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 4) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 22, 2017. The Company intends to finance an Initial 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 4) and $9,600,000 private placement (Note 5). 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 4 and 5. 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 Initial 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 (the “existing charter”) 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 Initial Business Combination; (ii) the redemption of 100% of the shares of common stock included in the Units (as defined in Note 4) sold in the Public Offering if the Company is unable to complete an Initial 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 Initial Business Combination by December 28, 2018, which is 18 months from the closing of the Public Offering. 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 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 Initial Business Combination. 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 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 Initial 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 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 upon consummation of an Initial Business Combination. 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 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 Initial Business Combination. If the Company does not complete an Initial 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 an Initial 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 Initial Business Combination. If the Company does not complete an Initial 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 5), 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 an Initial 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.

Agreement for Business Combinat

Agreement for Business Combination	9 Months Ended
	Sep. 30, 2018
Agreement for Business Combination [Abstract]
AGREEMENT FOR BUSINESS COMBINATION	NOTE 2 – AGREEMENT FOR BUSINESS COMBINATION The Business Combination On June 25, 2018, as amended as of July 12, 2018 (and as may be further amended from time to time) the Company entered into a purchase agreement (the “Purchase Agreement”) with JFL-NRC-SES Partners, LLC (“JFL Partners”) pursuant to which, among other things and subject to the terms and conditions contained therein, the Company will effect an acquisition of all of the issued and outstanding membership interests of NRC Group Holdings, LLC (together with its subsidiaries, “NRC Group”). As of the date of the Purchase Agreement, JFL Partners owned all of the issued and outstanding membership interests of NRC Group. Such acquisition and the other transactions contemplated by the Purchase Agreement are hereafter collectively referred to as the “Business Combination.” Concurrently with the execution of the Purchase Agreement, the Company entered into a warrant exchange and forfeiture agreement (the “Sponsor Warrant Exchange and Share Forfeiture Agreement”) with the Sponsor, which provides for the exchange by the Sponsor of 9,600,000 outstanding placement warrants for 1,920,000 newly issued shares of the Company’s common stock and forfeiture to the Company of an equivalent number of existing founder shares held by the Sponsor for cancellation. NRC Group is a global provider of comprehensive environmental, compliance and waste management services to customers across diverse industries and end markets to ensure compliance with environmental, health and safety laws around the world. NRC Group’s principal executive office is in Great River, New York. The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on NRC Group comprising the ongoing operations of the combined company and NRC Group’s senior management comprising the senior management of the combined company. For accounting purposes, NRC Group will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of NRC Group (i.e., a capital transaction involving the issuance of stock by the Company for the stock of NRC Group). Accordingly, the consolidated assets, liabilities and results of operations of NRC Group will become the historical financial statements of the combined company, and the Company’s assets, liabilities and results of operations will be consolidated with NRC Group beginning on the acquisition date, which is expected to be October 17, 2018. Business Combination Consideration and Acquisition Financing Business Combination Consideration - Acquisition Financing – Concurrently with the execution of the Purchase Agreement, the Company entered into the JFL Subscription Agreement with J.F. Lehman & Company, LLC (“JFLCo”). The JFL Subscription Agreement provides that JFLCo or one of its affiliated investment funds may elect to acquire from the Company substantially concurrent with the Closing (A) up to 300,000 newly issued shares of Series A Convertible Preferred Stock for a per share price of $97.00 and (B) up to 1,951,220 shares of newly issued Company common stock for a per share price of $97.00 and an additional number of shares of Company common stock from the Sponsor as determined in accordance with the terms of the JFL Subscription Agreement. On September 21, 2018, JFLCo notified the Company it would be exercising its rights under the JFL Subscription Agreement in full, resulting in approximately $49.0 million of additional cash proceeds available to the Company at Closing. On August 24, 2018, the Company entered into a Subscription Agreement with an investor, pursuant to which the investor agreed to purchase approximately $68.0 million of the Company’s preferred and common equity securities (the “Acquired Shares”), consisting of (i) 530,000 shares of Series A Convertible Preferred Stock at a cash purchase price of $100.00 per share, and (ii) 1,463,415 shares of Company common stock at a cash purchase price of $10.25 per share of common stock. The purchase of the Acquired Shares will occur substantially concurrently with the Closing. Subject to customary exceptions, the obligations of the parties to this Subscription Agreement will terminate upon the earlier to occur of (a) such date and time as the Purchase Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of the Company and this investor to terminate this Subscription Agreement, (c) if any of the conditions to closing of this Subscription Agreement are not satisfied prior to the closing of the transactions under this Subscription Agreement and, as a result thereof, the transactions contemplated in this Subscription Agreement are not consummated at the closing date of this Subscription Agreement or (d) the Termination Date (as defined in the Purchase Agreement). The Company will pay this investor a fee equal to five percent (5%) of the aggregate Company common stock commitment amount at the Closing. Prior to August 24, 2018, the Company entered into certain individual Other Subscription Agreements with other “qualified institutional buyers” providing for the issuance by the Company to such other investors of $8.75 million of shares of Series A Convertible Preferred Stock and approximately $8.0 million of shares of Company common stock, subject to certain conditions, including the Closing. The terms and conditions of these Other Subscription Agreements are substantially similar to the terms and conditions of the Subscription Agreement described in the immediately preceding paragraph. Redemption Offer Pursuant to the existing charter, in connection with the Business Combination, holders of the Company’s public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the existing charter (the “Redemption Offer”). The per share redemption price would have been approximately $10.23 at September 30, 2018. Representations and Warranties The Purchase Agreement contains a number of representations and warranties made by the Company, on the one hand, and JFL Partners, on the other hand, made for the benefit of the other, which in certain cases are subject to specified exceptions and qualifications contained in the Purchase Agreement or in information provided pursuant to certain disclosure schedules to the Purchase Agreement. The representations and warranties are customary for transactions similar to the Business Combination. Each representation, warranty, covenant, undertaking and agreement contained in the Purchase Agreement will expire as of, and will not survive, the consummation of the Business Combination (except for certain covenants that will survive the consummation of the Business Combination as set forth in the Purchase Agreement and except for JFL Partners’ representation relating to the ownership of the shares of NRC Group, which representation will survive for one year after the Closing) Conditions to Closing of the Business Combination Consummation of the transactions contemplated by the Purchase Agreement is subject to customary conditions of the respective parties, including the approval of the Purchase Agreement and transactions contemplated thereby (including the Business Combination) by the Company’s stockholders in accordance with the Company’s existing charter and the completion of the Redemption Offer in accordance with the Proxy Statement. Each redemption of public shares by the Company’s public stockholders will decrease the amount in the Trust Account, which holds approximately $262.5 million as of September 30, 2018 (before withdrawals of approximately $48,000, for taxes payable at that date). In addition, consummation of the transactions contemplated by the Purchase Agreement is subject to other closing conditions, including, among others: (i) the accuracy of the representations and warranties of the Company and JFL Partners (subject in certain cases to certain materiality, knowledge and other qualifications) and the performance by the Company and JFL Partners in all material respects of their covenants and agreements required to be performed under the Purchase Agreement, and (ii) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) remaining after the closing of the Redemption Offer. Termination The Purchase Agreement may be terminated under certain customary and limited circumstances at any time prior to Closing, including by either party if the transactions contemplated by the Purchase Agreement have not been completed by November 30, 2018; provided that the party seeking to terminate shall not have breached in any material respect its obligations in any manner that has proximately caused the failure to consummate the Business Combination. If the Purchase Agreement is terminated, all further obligations of the parties under the Purchase Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, expense reimbursement, provisions concerning the stockholder representative, use, storage and handling by the Company and its representatives of certain protected confidential information, termination, general provisions and the confidentiality agreement between the parties will continue in effect), and neither the Company nor JFL Partners will have any further liability to any other party thereto except for liability for any knowing and intentional breach of the Purchase Agreement prior to such termination. Other Agreements The Business Combination also calls for additional agreements, including, among others, the Backstop Subscription Agreement, the JFL Subscription Agreement, Voting and Support Agreement, Lock-Up Agreement, Registration Rights Agreement, Sponsor Warrant Exchange and Share Forfeiture Agreement and Investor Rights Agreement, each as defined and described elsewhere in the definitive Proxy Statement filed with the SEC on October 1, 2018.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – 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 September 30, 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 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 (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 and diluted loss per share for the three and nine months ended September 30, 2018, for the three months ended September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 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 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 and nine months ended September 30, 2018, the three months ended September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 2017, the fully diluted calculation does not include the shares subject to redemption because they would be antidilutive. 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 approximately $14,116,000 (including approximately $9,616,000 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 (which are not currently deductible) and, beginning in the three months ended June 30, 2018, Business Combination costs (many of which may not be deductible for income tax purposes). During the three and nine months ended September 30, 2018 the Company recorded income tax expense of approximately $258,000 and $660,000 primarily related to interest income earned on the Trust Account net of franchise taxes accrued. The Company’s effective tax rate for the three and nine months ended September 30, 2018 is not meaningful and differs significantly from the expected 21% tax rate due to the start-up costs (discussed above) which are not currently deductible and the Business Combination costs (also discussed above), many of which may not be deductible. During the three months ended September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 2017 the Company recorded income tax expense of approximately $207,000 and $207,000 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 September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 2017 was approximately 178% and 117%, respectively, which differs significantly from the expected 21% tax rate due to the start-up costs (discussed above) which are not currently deductible. On December 22, 2017, the Tax Cut and Jobs Act was enacted into law resulting in a reduction in the federal corporate income tax rate from 35% to 21% for years beginning in 2018. At September 30, 2018 and December 31, 2017, the Company has a deferred tax asset of approximately $320,000 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 September 30, 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 September 30, 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 September 30, 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 4, 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 September 30, 2018 and December 31, 2017, 24,229,748 and 24,427,763, respectively, 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	9 Months Ended
	Sep. 30, 2018
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 4 – 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 Initial 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 Initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Initial Business Combination on or prior to the 18-month period allotted to complete the Initial 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 an Initial 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 Initial 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 9,600,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”) - see also Note 5. 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	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – 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 Initial Business Combination, or earlier if, subsequent to the Company’s Initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. See also Note 2 regarding the Sponsor Warrant Exchange and Share Forfeiture Agreement with the Sponsor executed in June 2018 which provides for the exchange by the Sponsor of 9,600,000 outstanding Private Placement Warrants (which are discussed below) for 1,920,000 newly issued shares of the Company’s common stock and forfeiture to the Company of an equivalent number of existing Founder Shares held by the Sponsor for cancellation. 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 Initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units 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 an Initial 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. See also Founder Shares, above, regarding the Sponsor Warrant Exchange and Share Forfeiture Agreement with the Sponsor executed in June 2018 and Note 2. 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 and $135,000, respectively, for the three and nine months ended September 30, 2018 and $45,000 for the three months ended September 30, 2017) 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 Initial Business Combination or the liquidation of the Company. Also, commencing on June 23, 2017 (the date the securities were first listed on the NYSE American), the Company has agreed to compensate its Chief Financial Officer $25,000 per month prior to the consummation of the Initial Business Combination, of which 50% is payable in cash currently and 50% in cash upon the successful completion of the Initial Business Combination. Approximately $191,000 and $78,000, respectively, has been included in other accrued liabilities for the deferred compensation of the Chief Financial Officer at September 30, 2018 and December 31, 2017.

Trust Account and Fair Value Me

Trust Account and Fair Value Measurement	9 Months Ended
	Sep. 30, 2018
Trust Account and Fair Value Measurement [Abstract]
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT	NOTE 6 - 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 September 30, 2018, the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest solely in U.S. government treasury obligations. At 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 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 September 30, 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 September 30, 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 Gross Unrealized Quoted Price Prices in Active Markets Description 2018 Gains (Level 1) Assets: Cash and money market funds $ 262,475,000 $ - $ 262,475,000 Description Carrying value at Gross Unrealized Holding Gains Quoted Price Prices in Active Markets (Level 1) 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 During the three and nine months ended September 30, 2018, the Company withdrew approximately $395,000 and $1,312,000, respectively, from the Trust Account in connection with the payment of its 2017, and estimated 2018, income and franchise taxes.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 – 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 Initial Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with its Initial 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 24,229,748 and 24,475,832 shares, respectively, subject to redemption at September 30, 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 September 30, 2018 and December 31, 2017, there were no shares of preferred stock issued and outstanding.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company has entered into engagement letters or agreements with various consultants, advisors, professionals and others in connection with its Business Combination. The services under these engagement letters and agreements are material in amount and in some instances a significant component consists of contingent or success fees. In most instances, these engagement letters and agreements specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account. A substantial portion of these costs (including contingent or success fees and ongoing accrued transactions costs, but not the $9,616,000 of deferred underwriting compensation) will be charged to operations in the quarter that an Initial Business Combination is consummated.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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 September 30, 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 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 (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 and diluted loss per share for the three and nine months ended September 30, 2018, for the three months ended September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 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 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 and nine months ended September 30, 2018, the three months ended September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 2017, the fully diluted calculation does not include the shares subject to redemption because they would be antidilutive.
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 approximately $14,116,000 (including approximately $9,616,000 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 (which are not currently deductible) and, beginning in the three months ended June 30, 2018, Business Combination costs (many of which may not be deductible for income tax purposes). During the three and nine months ended September 30, 2018 the Company recorded income tax expense of approximately $258,000 and $660,000 primarily related to interest income earned on the Trust Account net of franchise taxes accrued. The Company’s effective tax rate for the three and nine months ended September 30, 2018 is not meaningful and differs significantly from the expected 21% tax rate due to the start-up costs (discussed above) which are not currently deductible and the Business Combination costs (also discussed above), many of which may not be deductible. During the three months ended September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 2017 the Company recorded income tax expense of approximately $207,000 and $207,000 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 September 30, 2017 and for the period from January 3, 2017 (date of inception) to September 30, 2017 was approximately 178% and 117%, respectively, which differs significantly from the expected 21% tax rate due to the start-up costs (discussed above) which are not currently deductible. On December 22, 2017, the Tax Cut and Jobs Act was enacted into law resulting in a reduction in the federal corporate income tax rate from 35% to 21% for years beginning in 2018. At September 30, 2018 and December 31, 2017, the Company has a deferred tax asset of approximately $320,000 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 September 30, 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 September 30, 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 September 30, 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 4, 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 September 30, 2018 and December 31, 2017, 24,229,748 and 24,427,763, respectively, 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 _2

Trust Account and Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2018
Trust Account and Fair Value Measurement [Abstract]
Schedule of fair values for identical assets or liabilities	Carrying value at Gross Unrealized Quoted Price Prices in Active Markets Description 2018 Gains (Level 1) Assets: Cash and money market funds $ 262,475,000 $ - $ 262,475,000 Description Carrying value at Gross Unrealized Holding Gains Quoted Price Prices in Active Markets (Level 1) 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 a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		9 Months Ended
	Jul. 31, 2017	Jun. 28, 2017	Sep. 30, 2018	Sep. 30, 2017
Description of Organization and Business Operations (Textual)
Proceeds from issuance of public offering		$ 4,500,000		$ 256,650,000
Business acquisition, description			<div>(i) the completion of the Initial Business Combination; (ii) the redemption of 100% of the shares of common stock included in the Units (as defined in Note 4) sold in the Public Offering if the Company is unable to complete an Initial 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 Initial Business Combination by December 28, 2018, which is 18 months from the closing of the Public Offering.</div>
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 Initial 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 [Member]
Description of Organization and Business Operations (Textual)
Proceeds from issuance of public offering			$ 256,650,000
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 Initial Business Combination. If the Company does not complete an Initial 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.

Agreement for Business Combin_2

Agreement for Business Combination (Details) - USD ($)	1 Months Ended	9 Months Ended
	Aug. 24, 2018	Sep. 30, 2018	Sep. 30, 2017
Agreement for Business Combination (Textual)
Business combination consideration, description		The aggregate purchase price for the proposed Business Combination is $662.5 million subject to adjustments for (i) NRC Group's cash, debt, and net working capital, (ii) certain other unpaid transaction expenses (other than NRC Group's expenses incurred in connection with the preparation of the proxy statement in connection with the Business Combination (the "Proxy Statement") and meetings with our stockholders), (iii) expenses paid by JFL Partners or its affiliates (including NRC Group) on behalf of the Company, (iv) pre-Closing income taxes, (v) the Excess Capital Expenditures Adjustment (as defined in the Purchase Agreement), (vi) and the Aggregate Acquisition Adjustment (as defined in the Purchase Agreement) (the purchase price and final adjustments as of the closing of the Business Combination (the "Closing") being the "Total Purchase Price") and any post-Closing payment amounts. The Total Purchase Price consists of the Cash Purchase Price and the Purchase Price Common Stock, each as defined in the Purchase Agreement.
Business acquisition, description		<div>(i) the completion of the Initial Business Combination; (ii) the redemption of 100% of the shares of common stock included in the Units (as defined in Note 4) sold in the Public Offering if the Company is unable to complete an Initial 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 Initial Business Combination by December 28, 2018, which is 18 months from the closing of the Public Offering.</div>
Redemption price per share		$ 10.23
Issuance of shares of common stock			$ 25,000
Backstop and Subscription Agreement [Member] | Investor [Member]
Agreement for Business Combination (Textual)
Business acquisition, description		(i) $75.0 million of Series A Convertible Preferred Stock (subject to a possible increase of up to an additional $25.0 million) (the "PIPE Financing") and (ii) up to $25.0 million of shares of Company common stock in a private placement (the "Backstop Commitment"). The investor will purchase the shares related to the Backstop Commitment through one or more of (a) open market or privately negotiated transactions with third parties (including forward contracts), (b) a private placement with consummation concurrently with that of the Business Combination at a purchase price of $10.25 per share of Company common stock, or (c) a combination thereof. The investor in the PIPE Financing has agreed to vote any Company common stock that it owns, whether acquired pursuant to the PIPE Financing and Backstop Commitment or otherwise, in favor of the proposed Business Combination and the other proposals set forth in the Proxy Statement. The investor in the PIPE Financing has also agreed not to transfer any Company common stock that it owns until the earlier of the Closing or the public announcement by the Company of the termination of the Purchase Agreement. In consideration for the aggregate $125.0 million equity commitment, the investor in the PIPE Financing will receive (i) a commitment fee of $2.5 million, which fee was paid by JFL Partners or one of its affiliates on behalf of the Company, subject to credit to the Total Purchase Price, and (ii) upon the Closing, five percent (5%) of the aggregate consideration paid by the investor in the PIPE Financing to acquire shares of common stock in connection with the Backstop Commitment (if any) (not to exceed five percent (5%) of the total Backstop Commitment). The investor in the PIPE Financing may also receive up to a three percent (3%) placement and/or funding fee on the aggregate Series A Convertible Preferred Stock acquired pursuant to the Backstop and Subscription Agreement. In addition, to the extent the Company enters into one or more other subscription agreements substantially similar to the Backstop and Subscription Agreement (the "Other Subscription Agreements") prior to Closing with qualified institutional buyers other than the initial investor to the Backstop and Subscription Agreement, each such investor will receive five percent (5%) of the aggregate consideration paid by such investor to acquire shares of common stock in connection with the Other Subscription Agreements (if any).
Purchase Agreement [Member]
Agreement for Business Combination (Textual)
Business combination consideration, description		Each redemption of public shares by the Company's public stockholders will decrease the amount in the Trust Account, which holds approximately $262.5 million as of September 30, 2018 (before withdrawals of approximately $48,000, for taxes payable at that date).
Purchase agreement transactions description		The accuracy of the representations and warranties of the Company and JFL Partners (subject in certain cases to certain materiality, knowledge and other qualifications) and the performance by the Company and JFL Partners in all material respects of their covenants and agreements required to be performed under the Purchase Agreement, and (ii) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) remaining after the closing of the Redemption Offer.</p> </div>" id="sjs-C14">&lt;div> &lt;p style="font: 10pt/normal 'times new roman', times, serif; margin: 0pt 0px; color: #000000; text-transform: none; text-indent: 0.25in; letter-spacing: normal; word-spacing: 0px; white-space: normal; orphans: 2; widows: 2; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial;">&#160;The accuracy of the representations and warranties of the Company and JFL Partners (subject in certain cases to certain materiality, knowledge and other qualifications) and the performance by the Company and JFL Partners in all material respects of their covenants and agreements required to be performed under the Purchase Agreement, and (ii) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the &#8220;Exchange Act&#8221;) remaining after the closing of the Redemption Offer.&lt;/p> &lt;/div>
Purchase Agreement [Member] | J.F. Lehman & Company, LLC [Member]
Agreement for Business Combination (Textual)
Business acquisition, description		The JFL Subscription Agreement provides that JFLCo or one of its affiliated investment funds may elect to acquire from the Company substantially concurrent with the Closing (A) up to 300,000 newly issued shares of Series A Convertible Preferred Stock for a per share price of $97.00 and (B) up to 1,951,220 shares of newly issued Company common stock for a per share price of $97.00 and an additional number of shares of Company common stock from the Sponsor as determined in accordance with the terms of the JFL Subscription Agreement. On September 21, 2018, JFLCo notified the Company it would be exercising its rights under the JFL Subscription Agreement in full, resulting in approximately $49.0 million of additional cash proceeds available to the Company at Closing.
Subscription Agreement [Member]
Agreement for Business Combination (Textual)
Business acquisition, description	The Company entered into a Subscription Agreement with an investor, pursuant to which the investor agreed to purchase approximately $68.0 million of the Company's preferred and common equity securities (the "Acquired Shares"), consisting of (i) 530,000 shares of Series A Convertible Preferred Stock at a cash purchase price of $100.00 per share, and (ii) 1,463,415 shares of Company common stock at a cash purchase price of $10.25 per share of common stock. The purchase of the Acquired Shares will occur substantially concurrently with the Closing. Subject to customary exceptions, the obligations of the parties to this Subscription Agreement will terminate upon the earlier to occur of (a) such date and time as the Purchase Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of the Company and this investor to terminate this Subscription Agreement, (c) if any of the conditions to closing of this Subscription Agreement are not satisfied prior to the closing of the transactions under this Subscription Agreement and, as a result thereof, the transactions contemplated in this Subscription Agreement are not consummated at the closing date of this Subscription Agreement or (d) the Termination Date (as defined in the Purchase Agreement). The Company will pay this investor a fee equal to five percent (5%) of the aggregate Company common stock commitment amount at the Closing
Issuance of shares of Series A Convertible Preferred Stock	$ 8,750,000
Issuance of shares of common stock	$ 8,000,000
Sponsor Warrant Exchange and Share Forfeiture Agreement
Agreement for Business Combination (Textual)
Warrants outstanding placement		9,600,000
Newly issued of common stock shares		1,920,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Summary of Significant Accounting Policies (Textual)
Federal depository insurance coverage	$ 250,000		$ 250,000
Offering cost			14,836,000
Underwriting discounts			14,116,000
Deferred underwriting compensation	9,616,000		9,616,000		$ 9,616,000
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		$ 5,000,001
Warrants to purchase common stock	28,848,750		28,848,750
Income tax expense	$ 258,000	$ 207,000	$ 660,000	$ 207,000
Deferred tax asset	$ 320,000		$ 320,000		$ 120,000
Effective tax rate		178.00%		117.00%
Expected income tax rate			21.00%	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	24,229,748		24,229,748		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				9 Months Ended
	Jul. 31, 2017	Jul. 19, 2017	Jun. 30, 2017	Jun. 28, 2017	Sep. 30, 2018	Sep. 30, 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						$ 259,217,000
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 Initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Initial Business Combination on or prior to the 18-month period allotted to complete the Initial 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.
Proceeds from issuance of public offering					$ 256,650,000
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			9,600,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended						3 Months Ended		9 Months Ended	12 Months Ended
	Jul. 31, 2017	Jun. 28, 2017	Jun. 23, 2017	May 31, 2017	Apr. 30, 2017	Mar. 31, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 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 Initial Business Combination, or earlier if, subsequent to the Company's Initial Business Combination, the last sale price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Initial Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Forfeiture of founder shares	52,500
Ownership percentage on issued and outstanding shares	20.00%
Warrants to purchase							28,848,750		28,848,750
Related party loan borrowed		$ 300,000
Payment of office space, administrative services			$ 15,000
Company pays administrative fees monthly							$ 45,000	$ 45,000	$ 135,000
Sponsor Warrant Exchange and Forfeiture Agreement [Member] | June 2018 [Member]
Related Party Transactions (Textual)
Warrants outstanding placement							9,600,000		9,600,000
Newly issued of common stock shares									1,920,000
Private Placement Warrants [Member]
Related Party Transactions (Textual)
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						$ 191,000	$ 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
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 _3

Trust Account and Fair Value Measurement (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Assets:
Cash and money market funds	$ 262,475,000	$ 260,612,000
Total	262,946,000	262,007,000
Carrying value [Member]
Assets:
Cash and money market funds	262,475,000
Cash		15,000
U.S. government treasury bills		260,597,000
Total		260,612,000
Gross Unrealized Holding (Losses)/Gains [Member]
Assets:
Cash and money market funds
Cash
U.S. government treasury bills		21,000
Total		21,000
Quoted Price Prices in Active Markets (Level 1) [Member]
Assets:
Cash and money market funds	$ 262,475,000
Cash		15,000
U.S. government treasury bills		260,618,000
Total		$ 260,633,000

Trust Account and Fair Value _4

Trust Account and Fair Value Measurement (Details Textual) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Trust Account and Fair Value Measurement (Textual)
Cash deposited in trust account			$ 259,217,000
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	$ 395,000	1,312,000
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
	Jul. 31, 2017	Jun. 30, 2017	Sep. 30, 2018	Dec. 31, 2017	Jun. 22, 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			24,229,748	24,427,763
Common stock issued			7,851,502	7,653,487
Common stock outstanding			7,851,502	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				32,081,250
Common stock outstanding				32,081,250
Authorized shares of common stock					29,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Commitments and Contingencies (Textual)
Deferred underwriting compensation	$ 9,616,000	$ 9,616,000