Haymaker Acquisition (HAY) 10-K 6 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 05, 2019	Jun. 29, 2018
Entity Registrant Name	Haymaker Acquisition Corp.
Entity Central Index Key	1,707,306
Amendment Flag	false
Trading Symbol	HYAC
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	FY
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Shell Company	true
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 322,080,000
Class A Common Stock
Entity Common Stock, Shares Outstanding		33,000,000
Class B Common Stock
Entity Common Stock, Shares Outstanding		8,250,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash	$ 221,384	$ 1,123,821
Prepaid expenses	93,479	109,000
Total current assets	314,863	1,232,821
Cash and marketable securities held in Trust Account	336,670,506	330,565,672
Total assets	336,985,369	331,798,493
Current liabilities
Accrued expenses	121,176	32,104
Accrued transaction costs	3,683,688
Accrued income tax payable	1,012,257
Total current liabilities	4,817,121	32,104
Deferred tax lability	94,241	89,409
Deferred underwriter compensation	12,150,000	12,150,000
Total liabilities	17,061,362	12,271,513
Commitments and contingencies
Common stock subject to possible redemption, 30,961,528 and 31,398,875 shares at redemption value as of December 31, 2018 and 2017, respectively	314,924,006	314,526,979
Stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	4,265,597	4,662,669
Accumulated earnings	733,375	336,347
Total stockholders' equity	5,000,001	5,000,001
Total liabilities and stockholders' equity	336,985,369	331,798,493
Class A Common Stock
Stockholders' equity:
Common stock , value	204	160
Total stockholders' equity	204	160
Class B Common Stock
Stockholders' equity:
Common stock , value	825	825
Total stockholders' equity	$ 825	$ 825

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Common stock subject to possible redemption	30,961,528	30,961,528
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
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	2,038,472	1,601,125
Common stock, shares outstanding	2,038,472	1,601,125
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,250,000	8,250,000
Common stock, shares outstanding	8,250,000	8,250,000

Statements of Operations

Statements of Operations - USD ($)		8 Months Ended	12 Months Ended
		Dec. 31, 2017	Dec. 31, 2018
Income Statement [Abstract]
Operating and formation costs		$ 139,916	$ 4,690,718
Loss from operations		(139,916)	(4,690,718)
Other income:
Interest income		1,234	5,656,070
Unrealized gain on securities held in Trust Account		564,438	448,765
Other income, net		565,672	6,104,835
Income before provision for income taxes		425,756	1,414,116
Provision for Income Taxes		(89,409)	(1,017,089)
Net income		$ 336,347	$ 397,028
Weighted average shares outstanding, basic and diluted	[1]	8,084,124	9,911,510
Basic and diluted net loss per common share	[2]	$ (0.02)	$ (0.44)
[1]	Excludes an aggregate of up to 30,961,528 and 31,398,875 shares subject to redemption as of December 31, 2018 and 2017, respectively.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $4,773,466 and $538,237 for the year ended December 31, 2018 and 2071, respectively. (See Note 2.)

Statements of Operations (Paren

Statements of Operations (Parenthetical) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Income Statement [Abstract]
Aggregate of shares subject to redemption	31,398,875	30,961,528
Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption	$ 538,237	$ 4,773,466

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid in Capital	Accumulated Earnings (Deficit)	Total
Balance at Apr. 25, 2017
Balance, shares at Apr. 25, 2017
Common stock issued to initial stockholders ("Founder Shares")		$ 863	24,137		25,000
Common stock issued to initial stockholders ("Founder Shares"), shares		8,625,000
Cancellation of Founder Shares		$ (38)	38
Cancellation of Founder Shares, shares		(375,000)
Sale of 33,000,000 Units, net of underwriters discount and offering costs	$ 3,300		311,162,333		311,165,633
Sale of 33,000,000 Units, net of underwriters discount and offering costs, shares	33,000,000
Sale of 8,000,000 Private Placement Warrants			8,000,000		8,000,000
Sale of 8,000,000 Private Placement Warrants, shares
Common stock subject to redemption	$ (3,140)		(314,523,839)		(314,526,979)
Common stock subject to redemption, shares	(31,398,875)
Net income				336,347	336,347
Balance at Dec. 31, 2017	$ 160	$ 825	4,662,669	336,347	5,000,001
Balance, shares at Dec. 31, 2017	1,601,125	8,250,000
Common stock subject to redemption	$ 44		(397,072)		(397,028)
Common stock subject to redemption, shares	437,347
Net income				397,028	397,028
Balance at Dec. 31, 2018	$ 204	$ 825	$ 4,265,597	$ 733,375	$ 5,000,001
Balance, shares at Dec. 31, 2018	2,038,472	8,250,000

Statement of Changes in Stock_2

Statement of Changes in Stockholders' Equity (Parenthetical)	8 Months Ended
	Dec. 31, 2017shares
Statement of Stockholders' Equity [Abstract]
Sale of units	33,000,000
Sale of private placement warrants	8,000,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Cash Flows from Operating Activities:
Net income	$ 336,347	$ 397,028
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,234)	(5,656,070)
Unrealized gain on marketable securities held in Trust Account	(564,438)	(448,765)
Deferred tax liability	89,409	4,832
Changes in operating assets and liabilities:
Prepaid expenses	(109,000)	15,521
Accounts payable and accrued expenses	32,104	4,785,017
Net cash used in operating activities	(216,812)	(902,437)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(330,000,000)
Net cash used in investing activities	(330,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of underwriting discounts paid	324,000,000
Proceeds from sale of Private Placement Warrants	8,000,000
Proceeds from promissory notes - related parties	250,700
Repayment of promissory notes - related parties	(250,700)
Payment of offering costs	(684,367)
Net cash provided by financing activities	331,340,633
Net Change in Cash	1,123,821	(902,437)
Cash - Beginning		1,123,821
Cash - Ending	1,123,821	221,384
Non-Cash investing and financing activities:
Deferred underwriting fees	12,150,000
Initial classification of common stock subject to redemption	314,188,940
Change in value of common stock subject to redemption	$ 338,039	$ 397,028

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Haymaker Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in Delaware on April 26, 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 intends to acquire and operate a business in the consumer and consumer-related products and services industries. However, the Company is not limited to these industries and may pursue a business combination opportunity in any business or industry it chooses and may pursue a company with operations or opportunities outside of the United States. On November 1, 2018, the Company entered into the Transaction Agreement with OSW Holdings and the other parties thereto. The Company amended the Transaction Agreement on January 7, 2019. Pursuant to the Transaction Agreement, among other things, OSW Holdings will, directly or indirectly, acquire the company and OneSpaWorld. OneSpaWorld is a pre-eminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide. Its highly-trained and experienced staff offer guests a comprehensive suite of premium health, fitness, beauty and wellness services and products. OSW Holdings is expected to be listed on The Nasdaq Stock Market under the symbol “OSW.” This transaction will be funded through a combination of cash, stock and debt financing. Completion of the proposed transaction, which is expected in the first quarter of 2019, is subject to customary and other closing conditions, including approval from our stockholders. On November 13, 2018, OSW Holdings filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (as amended on December 28, 2018, January 22, 2019, February 8, 2019 and February 14, 2019, the “Form S-4”) in connection with the proposed business combination with OSW. The Form S-4 was declared effective by the SEC on February 14, 2019. For additional information regarding the Transaction Agreement, the proposed business combination and OSW, including the risks and uncertainties regarding the business combination and OSW’s business, see the Definitive Proxy Statement on Schedule 14A relating to the business combination filed with the SEC on February 14, 2019 (the “Proxy Statement”). Other than as specifically discussed, this Report does not give effect to the Transaction. At December 31, 2018, the Company had not commenced any operations. All activity for the period from April 26, 2017 (date of inception) through December 31, 2018 related to the Company’s formation, the initial public offering (“Initial Public Offering”) and the search for a target business, which is described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 24, 2017. On October 27, 2017, the Company consummated the Initial Public Offering of 30,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants at a price of $1.00 per warrant (“Placement Warrants”) in a private placement to Haymaker Sponsor, LLC (the “Sponsor”) generating gross proceeds of $8,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on October 27, 2017, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. The Company also granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price. On November 1, 2017, the underwriters exercised the option in part and purchased 3,000,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $30,000,000. Following the closing, this additional $30,000,000 of net proceeds was placed in the Trust Account, resulting in $330,000,000 held in the Trust Account as of November 1, 2017. The Company’s 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 Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. In addition, the 8,625,000 shares of Class B common stock of the Company (the “Founder Shares”) held by the Company’s initial stockholders (prior to the exercise of the over-allotment) included an aggregate of up to 1,125,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full, so that the initial stockholders would collectively own 20.0% of issued and outstanding shares of the Company. Since the underwriters exercised the over-allotment option in part and purchased 3,000,000 of the total possible 4,500,000 Units, the Sponsor forfeited 375,000 Founder Shares on November 3, 2017 in order to maintain ownership of 20.0% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company. Transaction costs amounted to $18,834,367, consisting of $6,000,000 of underwriting fees, $12,150,000 of deferred underwriting fees (including the over-allotment exercise) and $684,367 of Initial Public Offering costs. In addition, $1,596,997 of cash was held outside of the Trust Account and was available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the 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. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering. Such restriction will also be applicable to the Company’s affiliates. The Company believes the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force the Company or its management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights against the Initial Business Combination if such holder’s shares are not purchased by the Company or its management at a premium to the then-current market price or on other undesirable terms. By limiting the Company’s stockholders’ ability to redeem to no more than 20% of the shares sold in the Initial Public Offering, the Company believes it will limit the ability of a small group of stockholders to unreasonably attempt to block the Company’s ability to complete its Initial Business Combination, particularly in connection with the Initial Business Combination with a target that requires as a closing condition that the Company have a minimum net worth or a certain amount of cash. However, the Company would not be restricting its stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in the Initial Public Offering) for or against the Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believes that its sponsor’s only assets are securities of our company. The Company has not asked its sponsor to reserve for such indemnification obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Liquidity and Going Concern As of December 31, 2018, the Company had a balance of cash and cash equivalents of $221,384. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions) to complete its Initial Business Combination. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and may require additional funds to meet its obligations and sustain its operations. The Company cannot provide any assurance that additional financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, 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 a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates. Cash equivalents The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 and 2017. Cash and Marketable Securities held in Trust Account At December 31, 2018 and 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2018 and 2017, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $18,834,367 were charged to stockholders’ equity upon the completion of the Initial Public Offering (including the over-allotment exercise). Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On December 22, 2017 the U.S.Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. At December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Act. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, less common shares that were subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At December 31, 2018 and 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period. Reconciliation of Net Income (Loss) per Common Share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Year ended December 31, For the Period from April 26, 2017 (inception) through December 31, 2018 2017 Net income $ 397,028 $ 336,347 Less: Income attributable to common stock subject to redemption (4,773,466 ) (538,237 ) Adjusted net loss (4,376,438 ) (201,890 ) Weighted average shares outstanding, basic and diluted 9,911,510 8,084,124 Basic and diluted net loss per common share $ (0.44 ) $ (0.02 ) 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2018
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 33,000,000 Units at a price of $10.00 per Unit, which includes the partial exercise by the underwriters over-allotment option to purchase 3,000,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant ("Redeemable Warrant"). Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants 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 Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2018
Private Placement [Abstract]
PRIVATE PLACEMENT	4. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $8,000,000. Each Placement Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. The Placement Warrants will become exercisable 30 days after the completion of the Initial Business Combination. The proceeds from the Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Placement Warrants held in the Trust Account will be used to fund the redemption of the Company's Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	5. RELATED PARTY TRANSACTIONS Founder Shares On May 16, 2017, the Company issued an aggregate of 8,625,000 shares of Class B common stock to the Sponsor (“Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of the Initial Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. The 8,625,000 Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. Since the underwriters exercised the over-allotment option in part and purchased 3,000,000 of the total possible 4,500,000 Units, the Initial Stockholders forfeited 375,000 Founder Shares on November 3, 2017 in order to maintain ownership of 20.0% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Initial Stockholders were cancelled by the Company. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement whereby, commencing on October 27, 2017 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the year ended December 31, 2018, the Company incurred $120,000 in fees for these services, with $2,258 in accrued expenses as of December 31, 2018. For the period from April 26, 2017 (inception) through December 31, 2017, the Company incurred $52,199 in fees for these services, with $2,295 in accrued expenses as of December 31, 2017. Related Party Loans On June 5, 2017, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2017 or the completion of the Initial Public Offering. At the time of the Initial Public Offering, the Company had $250,700 borrowed under the Note. On October 30, 2017, the Company repaid the full amount borrowed under the Sponsor Note. In order to finance transaction costs in connection with the Initial Business Combination, the Sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of the Initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants that would be identical to Placement Warrants, including as to exercise price, exercisability and exercise period.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	6. COMMITMENTS Registration Rights The holders of the Founder Shares, Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise of the Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on October 24, 2017, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company's Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the Company's completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The holders of the Founder Shares, Placement Warrants and warrants that may be issued upon conversion of working capital loans will not be able to sell these securities until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) in the case of the Placement Warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of the Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $6,000,000. In addition, the underwriters have earned an additional 3.5% of the gross proceeds of the Initial Public Offering, or $10,500,000 ("Deferred Underwriting Commission") that will be paid upon consummation of the Company's Initial Business Combination. In conjunction with the exercise of the over-allotment purchase of 3,000,000 Units on November 1, 2017, the underwriters earned an additional 5.5% of the gross proceeds of the over-allotment exercise or $1,650,000 that will be paid upon consummation of the Company's Initial Business Combination. The underwriters agreement provides that the deferred underwriting discount will be waived by the underwriter if the Company does not complete its Initial Business Combination.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
STOCKHOLDERS' EQUITY	7. STOCKHOLDERS' EQUITY Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company's Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination and any private placement-equivalent warrants issued to the Company's Sponsor or its affiliates upon conversion of loans made to us) Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. Warrants Redeemable Warrants Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants 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 Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company's Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days' prior written notice of redemption (the "30-day redemption period") to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Placement Warrants The Sponsor purchased an aggregate of 8,000,000 Placement Warrants at a price of $1.00 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each whole Placement Warrant is exercisable for one whole share of the Company's Class A common stock at a price of $11.50 per share. The purchase price of the Placement Warrants was added to the proceeds from the Initial Public Offering and held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. The Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Placement Warrants (including the Class A common stock issuable upon exercise of the Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company's Sponsor or its permitted transferees. Otherwise, the Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Redeemable Warrants. If holders of the Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company's securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company's securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company's securities, an insider cannot trade in the Company's securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, the Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate. The Company's Sponsor has agreed not to transfer, assign or sell any of the Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAX	8. INCOME TAX The Company’s net deferred tax liabilities are as follows: December 31, December 31, Deferred tax asset (liability) Net operating loss carryover $ — $ 29,123 Unrealized gains on marketable securities (94,241 ) (118,532 ) Deferred tax liability $ (94,241 ) $ (89,409 ) The income tax provision consists of the following: For the year ended December 31, 2018 For the period from April 26, December 31, 2017 Federal Current $ 1,012,257 $ — Deferred 4,832 89,409 State Current $ — $ — Deferred — — Change in valuation allowance — — Income tax provision $ 1,017,089 $ 89,409 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 and 2017 is as follows: 2018 2017 Statutory federal income tax rate 21.0 % 34.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Merger costs 57.2 % 0.0 % Deferred tax rate change 0.0 % (13.0 )% Other (6.3 )% (13.0 )% Income tax provision 71.9 % 21.0 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers New York to be a significant state tax jurisdiction. Our income tax returns are open for audit for tax years 2017 and forward.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2018
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 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. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at December 31, 2018 and 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2018 December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 336,670,506 $ 330,565,672

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2018
Business Combinations [Abstract]
BUSINESS COMBINATION	10. BUSINESS COMBINATION On November 1, 2018, we entered into the Transaction Agreement with OSW Holdings and the other parties thereto. We amended the Transaction Agreement on January 7, 2019. Pursuant to the Transaction Agreement, among other things, OSW Holdings will, directly or indirectly, acquire our company and OneSpaWorld. OneSpaWorld is a pre-eminent global operator of health and wellness centers onboard cruise ships and a leading operator of health and wellness centers at destination resorts worldwide. Its highly-trained and experienced staff offer guests a comprehensive suite of premium health, fitness, beauty and wellness services and products. OSW Holdings is expected to be listed on The Nasdaq Stock Market under the symbol “OSW.” This transaction will be funded through a combination of cash, stock and debt financing. Completion of the proposed transaction, which is expected in the first quarter of 2019, is subject to customary and other closing conditions, including approval from our stockholders. Transaction Agreement Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the ancillary agreements), the business combination will result in the following for the Company: ● each share of the Company’s Class A common stock will be converted into the right to receive one fully paid and non-assessable common share, par value U.S. $0.0001 per share, of OSW Holdings (each, an “OSW Holdings Share”); ● each of the warrants included in the units issued in the Company’s initial public offering will be restated and become exercisable for one OSW Holdings Share, on the same terms and conditions as those applicable to the existing warrant (each, an “OSW Holdings Public Warrant”); ● the 8.25 million shares of the Company’s Class B common stock held by Haymaker Sponsor, LLC (the “Sponsor” will be converted into 6,650,000 OSW Holdings Shares (3,650,000, subject to certain adjustments, of which will be transferred and forfeited to OSW Holdings) and the right to receive 1,600,000 OSW Holdings Shares upon the occurrence of certain events; ● each of the Placement Warrants will be restated and become exercisable for one OSW Holdings Share, on the same terms and conditions as those applicable to the Placement Warrants (the “OSW Holdings Private Warrants”); and ● the sponsor will forfeit 3,650,000 OSW Holdings Shares and 4,707,734 OSW Holdings Private Warrants. Certain of the Company’s stockholders (who hold Class A shares and are not subject to the insider agreement not to redeem any shares) may exercise their right to redeem all or a portion of their shares of Class A common stock pursuant to the Company’s certificate of incorporation. Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the ancillary agreements), the selling equity holders of OSW (the “Sellers”) will receive: (i) 14,821,863 OSW Holdings Shares (valued at $148,218,630 based on a $10.00 share price), (ii) 1,602,440 OSW Holdings Private Warrants, (iii) $637,096,370 in cash, and (iv) the right to receive up to an additional 5,000,000 OSW Holdings Shares upon the occurrence of certain events. The cash consideration payable to the Sellers at the closing of the business combination will be increased (and the OSW Holdings Share consideration payable to the seller will be correspondingly decreased) if the sum of the interest on the amounts in the trust account, as of immediately prior to the closing of the business combination (without giving effect to any redemptions), plus $400,000, is greater than the aggregate amount of redemptions of the Company’s Class A common stock in excess of $50,000,000. Subject to the terms and conditions of the Transaction Agreement, no more than five business days following (i) the first day the OSW Holdings Shares’ five-day volume weighted average price is greater than or equal to $20.00, (ii) a change of control of OSW Holdings where the OSW Holdings Shares are sold for at least $20.00 per share, or (iii) the 10-year anniversary of the closing of the business combination, OSW Holdings will issue 5,000,000 OSW Holdings Shares to Steiner Leisure Limited and 1,600,000 OSW Holdings Shares to our sponsor (both subject to adjustment as set forth in the Transaction Agreement) (such shares, the “Deferred Shares”). To the extent that the transaction expenses are less than $35,000,000, a portion of the Deferred Shares will instead be issued at the closing of the business combination to Steiner Leisure Limited and the Sponsor. Financing Along with the funds held in the trust account, OSW Holdings has secured commitments for a $122,500,000 private placement of OSW Holdings Shares and OSW Holdings Private Warrants from investors. The proposed transaction also includes committed debt financing. Based on commitment letters the Company obtained from certain lenders on behalf of OSW Holdings, a subsidiary of OSW Holdings will enter into (i) (x) a first lien term loan facility of up to $245,000,000 (including $50,000,000 which may be utilized to partially fund the business combination in the event of redemption) that matures in seven years and (y) a first lien revolving loan facility of up to $22,500,000 that matures in five years, and (ii) a second lien term loan facility of up to $25,000,000 that matures in eight years. Loans outstanding under the first lien term loan facility and the first lien revolving loan facility will accrue interest at a rate per annum equal to LIBOR plus a margin ranging from 4.25% to 3.75% depending on the achievement of certain leverage ratios and undrawn amounts under the first lien revolving loan facility accrue a commitment fee at a rate per annum of 0.50% on the average daily undrawn portion of the commitments thereunder, with one step down to 0.325% upon achievement of a certain leverage ratio. Loans outstanding under the second lien term loan facility will accrue interest at a rate per annum equal to LIBOR plus 7.50%. Principal payments on the first lien term loan facility equal to 0.25% of the original principal amount will be due quarterly, and the second lien term loan facility is not subject to amortization Certain Related Agreements Concurrent with the execution of the Transaction Agreement, OSW Holdings, the Company and the seller representative entered into a Director Designation Agreement (the “DDA”), pursuant to which, among other things, the seller representative will have the right to appoint one member of the board of directors of OSW Holdings and one member of the compensation committee of OSW Holdings for so long as the seller representative and certain of its affiliates, in the aggregate, beneficially own 5.00% or more of the issued and outstanding OSW Holdings Shares. Immediately following the closing of the business combination, Marc Magliacano will serve as a Class B director of the board of directors of OSW Holdings and as a member of the compensation committee of OSW Holdings pursuant to the seller representative’s rights under the DDA. In addition and concurrent with the execution of the Transaction Agreement, the Sponsor, the Company, OSW Holdings and the seller representative entered into a Sponsor Support Agreement, pursuant to which the Sponsor will surrender certain of its equity interests in OSW Holdings (as contemplated by the Transaction Agreement and described above) and agree to certain covenants and agreements related to the transactions contemplated by the Transaction Agreement, particularly with respect to taking supportive actions to consummate the business combination. At the same time, the seller representative, the Company, and the Sponsor also entered into a Waiver Agreement, pursuant to which each holder of Class B common stock irrevocably waived its rights under Section 4.3(b)(ii) of the Company’s certificate of incorporation to receive additional Class A common stock upon conversion of the Class B common stock held by such person in connection with the business combination as a result of the new issuance of OSW Holdings Shares or any other anti-dilution (or similar) protections in respect of the Class B common stock.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	11. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On November 1, 2018, we entered into the Transaction Agreement with OSW Holdings and the other parties thereto. We amended the Transaction Agreement on January 7, 2019. For more information see Note 10. On November 13, 2018, OSW Holdings filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (as amended on December 28, 2018, January 22, 2019, February 8, 2019 and February 14, 2019, the “Form S-4”) in connection with our proposed business combination with OSW. The Form S-4 was declared effective by the SEC on February 14, 2019. For additional information regarding the Transaction Agreement, the proposed business combination and OSW, including the risks and uncertainties regarding the business combination and OSW’s business, see the Definitive Proxy Statement on Schedule 14A relating to the business combination we filed with the SEC on February 14, 2019 (the “Proxy Statement”).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC.
Liquidity and Going Concern	Liquidity and Going Concern As of December 31, 2018, the Company had a balance of cash and cash equivalents of $221,384. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions) to complete its Initial Business Combination. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and may require additional funds to meet its obligations and sustain its operations. The Company cannot provide any assurance that additional financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Emerging Growth Company	Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, 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 a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates.
Cash equivalents	Cash equivalents The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018 and 2017.
Cash and Marketable Securities held in Trust Account	Cash and Marketable Securities held in Trust Account At December 31, 2018 and 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2018 and 2017, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders' equity section of the Company's balance sheet.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $18,834,367 were charged to stockholders' equity upon the completion of the Initial Public Offering (including the over-allotment exercise).
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification ("ASC") Topic 740 "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On December 22, 2017 the U.S.Tax Cuts and Jobs Act of 2017 ("Tax Reform") was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform. At December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Act.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, less common shares that were subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At December 31, 2018 and 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.
Reconciliation of Net Income (Loss) per Common Share	Reconciliation of Net Income (Loss) per Common Share The Company's net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Year ended December 31, For the Period from April 26, 2017 (inception) through December 31, 2018 2017 Net income $ 397,028 $ 336,347 Less: Income attributable to common stock subject to redemption (4,773,466 ) (538,237 ) Adjusted net loss (4,376,438 ) (201,890 ) Weighted average shares outstanding, basic and diluted 9,911,510 8,084,124 Basic and diluted net loss per common share $ (0.44 ) $ (0.02 )
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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Schedule of basic and diluted loss per common share	For the Year ended December 31, For the Period from April 26, 2017 (inception) through December 31, 2018 2017 Net income $ 397,028 $ 336,347 Less: Income attributable to common stock subject to redemption (4,773,466 ) (538,237 ) Adjusted net loss (4,376,438 ) (201,890 ) Weighted average shares outstanding, basic and diluted 9,911,510 8,084,124 Basic and diluted net loss per common share $ (0.44 ) $ (0.02 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Schedule of net deferred tax liabilities	December 31, December 31, Deferred tax asset (liability) Net operating loss carryover $ — $ 29,123 Unrealized gains on marketable securities (94,241 ) (118,532 ) Deferred tax liability $ (94,241 ) $ (89,409 )
Schedule of income tax provision	For the year ended December 31, 2018 For the period from April 26, December 31, 2017 Federal Current $ 1,012,257 $ — Deferred 4,832 89,409 State Current $ — $ — Deferred — — Change in valuation allowance — — Income tax provision $ 1,017,089 $ 89,409
Schedule of reconciliation of the federal income tax rate	2018 2017 Statutory federal income tax rate 21.0 % 34.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Merger costs 57.2 % 0.0 % Deferred tax rate change 0.0 % (13.0 )% Other (6.3 )% (13.0 )% Income tax provision 71.9 % 21.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	Description Level December 31, 2018 December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 336,670,506 $ 330,565,672

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Nov. 04, 2017	Nov. 01, 2017	Oct. 27, 2017	Dec. 31, 2017	Dec. 31, 2018
Description of Organization and Business Operations (Textual)
Issuance of private placement				$ 8,000,000
Initial business combination, description					(i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company's certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public stockholders.
Net tangible assets					$ 5,000,001
Income taxes expenses					100,000
Net proceeds					30,000,000
Transaction costs					$ 18,834,367
Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Price per unit					$ 10
Option to purchase shares					4,500,000
Aggregate purchase shares					33,000,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Textual)
Initial public offering, shares			30,000,000
Initial public offering			$ 300,000,000
Warrants exercise price					$ 11.50
Over-allotment option, forfeited
Common Class B [Member]
Description of Organization and Business Operations (Textual)
Over-allotment option, forfeited				375,000
Sponsor [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Price per unit					$ 1
Aggregate purchase shares					8,000,000
Aggregate number of shares					$ 8,000,000
Sponsor [Member] | Private Placement [Member]
Description of Organization and Business Operations (Textual)
Initial public offering, shares					8,000,000
Initial public offering					$ 8,000,000
Warrants exercise price					$ 1
OSW Holdings [Member]
Description of Organization and Business Operations (Textual)
Percentage of issued and outstanding shares					5.00%
Trust Account [Member]
Description of Organization and Business Operations (Textual)
Initial public offering			$ 300,000,000
Initial business combination, description					(i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.
Price per unit			$ 10
Net proceeds		$ 30,000,000
Held in trust account		$ 330,000,000
Underwriters [Member]
Description of Organization and Business Operations (Textual)
Price per unit		$ 10
Gross proceeds		$ 30,000,000
Initial public offering costs		$ 3,000,000
Founder [Member]
Description of Organization and Business Operations (Textual)
Over-allotment option, forfeited	375,000
Percentage of issued and outstanding shares	20.00%
Aggregate purchase shares	3,000,000
Aggregate number of shares	$ 4,500,000
Founder [Member] | Common Class B [Member]
Description of Organization and Business Operations (Textual)
Aggregate purchase shares					862,500
Founder [Member] | Sponsor [Member]
Description of Organization and Business Operations (Textual)
Over-allotment option, forfeited					1,125,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)		8 Months Ended	12 Months Ended
		Dec. 31, 2017	Dec. 31, 2018
Accounting Policies [Abstract]
Net income		$ 336,347	$ 397,028
Less: Income attributable to common stock subject to redemption		(538,237)	(4,773,466)
Adjusted net loss		$ (201,890)	$ (4,376,438)
Weighted average shares outstanding, basic and diluted	[1]	8,084,124	9,911,510
Basic and diluted net loss per common share	[2]	$ (0.02)	$ (0.44)
[1]	Excludes an aggregate of up to 30,961,528 and 31,398,875 shares subject to redemption as of December 31, 2018 and 2017, respectively.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $4,773,466 and $538,237 for the year ended December 31, 2018 and 2071, respectively. (See Note 2.)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - USD ($)	1 Months Ended
	Dec. 22, 2017	Dec. 31, 2018	Dec. 31, 2017	Apr. 25, 2017
Summary of Significant Accounting Policies (Textual)
Cash and cash equivalents		$ 221,384	$ 1,123,821
Federal depository insurance coverage		250,000
U.S. statutory tax rate, description	As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes.
Offering costs		$ 18,834,367

Initial Public Offering (Detail

Initial Public Offering (Details)	12 Months Ended
	Dec. 31, 2018$ / sharesshares
Initial Public Offering [Member]
Initial Public Offering (Textual)
Initial public offering, shares | shares	33,000,000
Price per unit	$ 10
Purchase of option shares | shares	3,000,000
Option per unit price	$ 10
Warrants, description	The Redeemable Warrants 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 Initial Public Offering.
Class A Common Stock [Member]
Initial Public Offering (Textual)
Warrants exercise price	$ 11.50

Private Placement (Details)

Private Placement (Details)	12 Months Ended
	Dec. 31, 2018USD ($)$ / sharesshares
Initial Public Offering [Member]
Private Placement (Textual)
Aggregate purchase shares | shares	33,000,000
Price per unit	$ 10
Warrants, description	The Redeemable Warrants 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 Initial Public Offering.
Class A Common Stock [Member]
Private Placement (Textual)
Common stock, price per share	$ 11.50
Sponsor [Member] | Initial Public Offering [Member]
Private Placement (Textual)
Aggregate purchase price | $	$ 8,000,000
Aggregate purchase shares | shares	8,000,000
Price per unit	$ 1
Warrants, description	The Placement Warrants will become exercisable 30 days after the completion of the Initial Business Combination.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 03, 2017	Oct. 27, 2017	May 16, 2017	Dec. 31, 2017	Dec. 31, 2018	Jun. 05, 2017
Related Party Transactions (Textual)
Aggregate purchase price				$ 311,165,633
Cover expenses related to the Initial Public Offering						$ 300,000
Monthly fee amount		$ 10,000
Borrowed amount					$ 250,700
Working capital loans, description					The Working Capital Loans would either be paid upon consummation of the Initial Business Combination, without interest, or, at the holder's discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants that would be identical to Placement Warrants, including as to exercise price, exercisability and exercise period.
Fees for services				52,199	$ 120,000
Accrued expenses				$ 32,104	$ 121,176
Founder Shares [Member]
Related Party Transactions (Textual)
Aggregate common stock issued, shares			8,625,000
Aggregate purchase price			$ 25,000
Forfeiture by initial stockholders	375,000		1,125,000
Percentage of common stock issued and outstanding	20.00%		20.00%
Initial business combination, description					(A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Over allotment option units			4,500,000
Shares held by non-affiliates			8,625,000
Underwriters' overallotment option exercised			3,000,000
Class B Common Stock [Member]
Related Party Transactions (Textual)
Aggregate common stock issued, shares
Aggregate purchase price
Ownership percentage of shares					20.00%
Class B Common Stock [Member] | Over-Allotment Option [Member]
Related Party Transactions (Textual)
Forfeiture shares	375,000
Purchased shares of over allotment option	3,000,000
Over allotment option units	4,500,000
Ownership percentage of shares	20.00%
Class A Common Stock [Member]
Related Party Transactions (Textual)
Aggregate common stock issued, shares				33,000,000
Aggregate purchase price				$ 3,300
Initial public offering, shares		30,000,000

Commitments (Details)

Commitments (Details) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 01, 2017	Dec. 31, 2018
Commitments (Textual)
Description of business acquisition		(i) in the case of the Founder Shares, on the earlier of (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) in the case of the Placement Warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of the Initial Business Combination.
Underwriters Agreement [Member]
Commitments (Textual)
Percentage of discount rate		2.00%
Gross proceeds of IPO		$ 6,000,000
Additional discount rate		3.50%
Additional, gross proceeds of IPO		$ 10,500,000
Purchase of over-allotment units	3,000,000
Percentage of over-allotment exercise	5.50%
Amount of initial business combination	$ 1,650,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Nov. 03, 2017shares	Dec. 31, 2018BusinessdaysTradingdays$ / sharesshares	Dec. 31, 2017$ / sharesshares
Stockholders' Equity (Textual)
Preferred stock, par value | $ / shares		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Description of redeemable warrants		The Redeemable Warrants 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 Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50.
Common stock, redemption		30,961,528	30,961,528
Common stock issued and outstanding		33,000,000	33,000,000
Warrants [Member]
Stockholders' Equity (Textual)
Description of redeemable warrants		Once the warrants become exercisable, the Company may call the warrants for redemption: in whole and not in part; at a price of $0.01 per warrant; upon not less than 30 days' prior written notice of redemption (the "30-day redemption period") to each warrant holder; and if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Number of business days | Businessdays		60
Class B Common Stock [Member]
Stockholders' Equity (Textual)
Common stock, par value | $ / shares		$ 0.0001	$ 0.0001
Common stock, shares authorized		20,000,000	20,000,000
Common stock, shares issued		8,250,000	8,250,000
Common stock, shares outstanding		8,250,000	8,250,000
Company's sponsor owned shares		8,625,000
Ownership percentage of shares		20.00%
Class B Common Stock [Member] | Over-Allotment Option [Member]
Stockholders' Equity (Textual)
Ownership percentage of shares	20.00%
Forfeiture shares	375,000
Purchased shares of over allotment option	3,000,000
Over allotment option units	4,500,000
Class A Common Stock [Member]
Stockholders' Equity (Textual)
Common stock, par value | $ / shares		$ 0.0001	$ 0.0001
Common stock, shares authorized		200,000,000	200,000,000
Common stock, shares issued		2,038,472	1,601,125
Common stock, shares outstanding		2,038,472	1,601,125
Warrants exercise price | $ / shares		$ 11.50
Placement Warrants [Member]
Stockholders' Equity (Textual)
Warrants exercise price | $ / shares		$ 1
Number of business days | Businessdays		30
Warrants to purchased shares issued		8,000,000
Placement Warrants [Member] | Class A Common Stock [Member]
Stockholders' Equity (Textual)
Number of business days | Businessdays		30
Sale of price per unit | $ / shares		$ 11.50
Number of trading days | Tradingdays		10

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax asset (liability)
Net operating loss carryover		$ 29,123
Unrealized gains on marketable securities	(94,241)	(118,532)
Deferred tax liability	$ (94,241)	$ (89,409)

Income Tax (Details 1)

Income Tax (Details 1) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Federal
Current		$ 1,012,257
Deferred	89,409	4,832
State
Current
Deferred
Change in valuation allowance
Income tax provision	$ 89,409	$ 1,017,089

Income Tax (Details 2)

Income Tax (Details 2)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax [Abstract]
Statutory federal income tax rate	21.00%	34.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Merger costs	57.20%	0.00%
Deferred tax rate change	0.00%	(13.00%)
Other	(6.30%)	(13.00%)
Income tax provision	71.90%	21.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Assets:
Cash and marketable securities held in Trust Account	$ 336,670,506	$ 330,565,672
Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 336,670,506	$ 330,565,672

Business Combination (Details)

Business Combination (Details) - OSW Holdings [Member]	12 Months Ended
	Dec. 31, 2018USD ($)
Description of business combination agreement	Subject to the terms and conditions of the Transaction Agreement (including certain adjustments pursuant to and in accordance with the terms of the Transaction Agreement and the ancillary agreements), the business combination will result in the following for the Company: each share of the Company's Class A common stock will be converted into the right to receive one fully paid and non-assessable common share, par value U.S. $0.0001 per share, of OSW Holdings (each, an "OSW Holdings Share"); each of the warrants included in the units issued in the Company's initial public offering will be restated and become exercisable for one OSW Holdings Share, on the same terms and conditions as those applicable to the existing warrant (each, an "OSW Holdings Public Warrant"); the 8.25 million shares of the Company's Class B common stock held by Haymaker Sponsor, LLC (the "Sponsor" will be converted into 6,650,000 OSW Holdings Shares (3,650,000, subject to certain adjustments, of which will be transferred and forfeited to OSW Holdings) and the right to receive 1,600,000 OSW Holdings Shares upon the occurrence of certain events; each of the Placement Warrants will be restated and become exercisable for one OSW Holdings Share, on the same terms and conditions as those applicable to the Placement Warrants (the "OSW Holdings Private Warrants"); and the sponsor will forfeit 3,650,000 OSW Holdings Shares and 4,707,734 OSW Holdings Private Warrants.
Selling equity holders receivable, description	(i) 14,821,863 OSW Holdings Shares (valued at $148,218,630 based on a $10.00 share price), (ii) 1,602,440 OSW Holdings Private Warrants, (iii) $637,096,370 in cash, and (iv) the right to receive up to an additional 5,000,000 OSW Holdings Shares upon the occurrence of certain events. The cash consideration payable to the Sellers at the closing of the business combination will be increased (and the OSW Holdings Share consideration payable to the seller will be correspondingly decreased) if the sum of the interest on the amounts in the trust account, as of immediately prior to the closing of the business combination (without giving effect to any redemptions), plus $400,000, is greater than the aggregate amount of redemptions of the Company's Class A common stock in excess of $50,000,000.
Transaction agreement terms, description	(i) the first day the OSW Holdings Shares' five-day volume weighted average price is greater than or equal to $20.00, (ii) a change of control of OSW Holdings where the OSW Holdings Shares are sold for at least $20.00 per share, or (iii) the 10-year anniversary of the closing of the business combination, OSW Holdings will issue 5,000,000 OSW Holdings Shares to Steiner Leisure Limited and 1,600,000 OSW Holdings Shares to our sponsor (both subject to adjustment as set forth in the Transaction Agreement) (such shares, the "Deferred Shares"). To the extent that the transaction expenses are less than $35,000,000, a portion of the Deferred Shares will instead be issued at the closing of the business combination to Steiner Leisure Limited and the Sponsor.
Secured commitments for private placement	$ 122,500,000
Financing agreement, description	(i) (x) a first lien term loan facility of up to $245,000,000 (including $50,000,000 which may be utilized to partially fund the business combination in the event of redemption) that matures in seven years and (y) a first lien revolving loan facility of up to $22,500,000 that matures in five years, and (ii) a second lien term loan facility of up to $25,000,000 that matures in eight years. Loans outstanding under the first lien term loan facility and the first lien revolving loan facility will accrue interest at a rate per annum equal to LIBOR plus a margin ranging from 4.25% to 3.75% depending on the achievement of certain leverage ratios and undrawn amounts under the first lien revolving loan facility accrue a commitment fee at a rate per annum of 0.50% on the average daily undrawn portion of the commitments thereunder, with one step down to 0.325% upon achievement of a certain leverage ratio. Loans outstanding under the second lien term loan facility will accrue interest at a rate per annum equal to LIBOR plus 7.50%. Principal payments on the first lien term loan facility equal to 0.25% of the original principal amount will be due quarterly, and the second lien term loan facility is not subject to amortization