Custom Truck One Source (CTOS) 10-Q 8 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	5 Months Ended
	Sep. 30, 2017	Nov. 07, 2017
Entity Registrant Name	Capitol Investment Corp. IV
Entity Central Index Key	1,709,682
Trading Symbol	cik0001709682
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Entity Filer Category	Non-accelerated Filer
Class A Ordinary Shares
Entity Common Stock, Shares Outstanding		40,250,000
Class B Ordinary Shares
Entity Common Stock, Shares Outstanding		10,062,500

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Sep. 30, 2017USD ($)
Current Assets
Cash	$ 948,017
Prepaid expenses and other current assets	164,762
Total Current Assets	1,112,779
Cash held in Trust Account	402,500,000
Total Assets	403,612,779
Current liabilities
Accounts payable and accrued expenses	69,902
Advance from related party	5,100
Total Current Liabilities	75,002
Deferred underwriting fee	14,087,500
Total Liabilities	14,162,502
Commitments
Class A Ordinary Shares, subject to possible redemption, 38,445,027 shares at redemption value	384,450,270
Shareholders' Equity
Preference Shares, $0.0001 par value; 1,000,000 authorized; none issued and outstanding	0
Additional paid-in capital	5,170,887
Accumulated deficit	(172,066)
Total Shareholders' Equity	5,000,007
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	403,612,779
Class A Ordinary Shares
Shareholders' Equity
Common stock, Value	180
Class B Ordinary Shares
Shareholders' Equity
Common stock, Value	$ 1,006

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) (Unaudited)	Sep. 30, 2017$ / sharesshares
Preference shares, par value | $ / shares	$ 0.0001
Preference shares, authorized	1,000,000
Preference shares, issued	0
Preference shares, outstanding	0
Class A Ordinary Shares
Ordinary shares, par value | $ / shares	$ 0.0001
Ordinary shares, authorized	400,000,000
Ordinary shares, issued	1,804,973
Ordinary shares, outstanding	1,804,973
Ordinary shares, subject to possible redemption	38,445,027
Class B Ordinary Shares
Ordinary shares, par value | $ / shares	$ 0.0001
Ordinary shares, authorized	50,000,000
Ordinary shares, issued	10,062,500
Ordinary shares, outstanding	10,062,500

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited) - USD ($)		3 Months Ended	5 Months Ended
		Sep. 30, 2017	Sep. 30, 2017
Income Statement [Abstract]
Operating and formation costs		$ 167,016	$ 172,066
Net Loss		$ (167,016)	$ (172,066)
Weighted average shares outstanding, basic and diluted	[1]	10,098,357	9,566,111
Basic and diluted net loss per ordinary share		$ (0.02)	$ (0.02)
[1]	Excludes an aggregate of up to 38,445,027 shares subject to redemption at September 30, 2017.

Condensed Statement of Operati5

Condensed Statement of Operations (Parenthetical) (Unaudited)	Sep. 30, 2017shares
Income Statement [Abstract]
Excludes an aggregate shares subject to redemption	38,445,027

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	5 Months Ended
	Sep. 30, 2017USD ($)
Cash Flows from Operating Activities:
Net loss	$ (172,066)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(164,762)
Accounts payable and accrued expenses	69,902
Net cash used in operating activities	(266,926)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(402,500,000)
Net cash used in investing activities	(402,500,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to initial shareholders	25,000
Proceeds from sale of Units, net of underwriting discounts paid	394,450,000
Proceeds from sale of Private Placement Warrants	9,800,000
Advances from related party	5,100
Proceeds from note payable to shareholder	250,000
Repayment of note payable to shareholder	(250,000)
Payment of offering costs	(565,157)
Net cash provided by financing activities	403,714,943
Net Change in Cash and Cash Equivalents	948,017
Cash and Cash Equivalents - Beginning
Cash and Cash Equivalents - Ending	948,017
Non-cash Investing and Financing Activities:
Deferred underwriting fee payable	14,087,500
Initial classification of ordinary shares subject to redemption	384,612,780
Change in value of ordinary shares subject to redemption	$ (162,510)

Organization and Plan of Busine

Organization and Plan of Business Operations	5 Months Ended
	Sep. 30, 2017
Organization and Plan of Business Operations [Abstract]
Organization and Plan of Business Operations	Note 1 — Organization and Plan of Business Operations Capitol Investment Corp. IV (the “Company”) was incorporated in the Cayman Islands on May 1, 2017 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). At September 30, 2017, the Company had not yet commenced any operations. All activity through September 30, 2017 related to the Company’s formation and the offering described below. The registration statement for the Company’s initial public offering was declared effective on August 15, 2017. The Company consummated a public offering of 40,250,000 units on August 21, 2017 (the “Offering”), including 5,250,000 units subject to the underwriters’ over-allotment option, generating gross proceeds of $402,500,000 and net proceeds of $393,900,000 after deducting approximately $8,600,000 of transaction costs (not including up to an additional $14,087,500 of deferred underwriting commissions that may be paid to the underwriters in the Offering upon the completion of a Business Combination), which is discussed in Note 3. The units (“Units”) sold pursuant to the Offering were sold at an offering price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. In addition, the Company generated gross and net proceeds of $9,800,000 from a private placement (the “Private Placement”) of 6,533,333 warrants (“Private Placement Warrants”) at a price of $1.50 per warrant to Capitol Acquisition Management IV LLC and Capitol Acquisition Founder IV LLC (collectively, the “Sponsors”), entities affiliated with the Company’s executive officers, and the Company’s directors, which is described in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Units are listed on the New York Stock Exchange (“NYSE”). Pursuant to the NYSE listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the Trust Account (defined below), net of amounts previously released to the Company to pay its income tax obligations and for working capital purposes, subject to an annual limit of $750,000 and excluding the amount of deferred underwriting discounts held in the Trust Account, at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully. Following the closing of the Offering and the Private Placement on August 21, 2017, an amount of $402,500,000 (or $10.00 per Class A ordinary share sold to the public in the Offering included in the Units (“Public Shares”)) from the sale of the Units and Private Placement Warrants is being held in a trust account (the “Trust Account”) and may be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations until the earlier of (i) the consummation of the Company’s first Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s income tax obligations and for the Company’s working capital purposes, subject to an annual limit of $750,000. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. In connection with any proposed initial Business Combination, the Company will either (1) seek shareholder approval of such initial Business Combination at a meeting called for such purpose or (2) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote), in each case where shareholders may seek to convert their Public Shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. Notwithstanding the foregoing, if the Company seeks shareholder approval of such initial Business Combination, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the public shares without the Company’s prior written consent. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares of the Company voted are voted in favor of the Business Combination. In connection with any shareholder vote required to approve any Business Combination, the Sponsors and other initial shareholders of the Company (collectively, the “Initial Shareholders”) have agreed (i) to vote any of their respective shares in favor of the initial Business Combination and (ii) not to convert any of their respective ordinary shares (or sell such shares to the Company in any related tender offer). Holders of warrants sold as part of the Units will not be entitled to vote on the proposed Business Combination and will have no conversion or liquidation rights with respect to their ordinary shares underlying such warrants. Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, if the Company is unable to complete its initial Business Combination by August 21, 2019, 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, redeem 100% of the outstanding Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Company’s board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company. If the Company is unable to complete its initial Business Combination and expends all of the net proceeds of the Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share redemption price for Class A ordinary shares will be $10.00. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s shareholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s shareholders. Therefore, the actual per-share redemption price may be less than $10.00. The Company’s executive officers have agreed that they will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that they will be able to satisfy those obligations should they arise.

Significant Accounting Policies

Significant Accounting Policies	5 Months Ended
	Sep. 30, 2017
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus as filed with the SEC and declared effective on August 15, 2017, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 25, 2017. The interim results for the period from May 1, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future interim periods. 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 shareholder 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 and cash equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017. Cash and marketable securities held in Trust Account At September 30, 2017, the assets held in the Trust Account were held in cash. Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed 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 Offering. Offering costs amounting to $22,702,657 were charged to shareholder’s equity upon the completion of the Offering. Income taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the balance sheet and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s balance sheet and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s balance sheet. Since the Company was incorporated on May 1, 2017, the evaluation was performed for the upcoming 2017 tax year. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from May 1, 2017 (inception) through September 30, 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Net loss per ordinary share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and Private Placement to purchase 19,950,000 ordinary shares, in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying balance sheet.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Sep. 30, 2017
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On August 21, 2017, the Company sold 40,250,000 Units at a price of $10.00 per Unit in the Offering. Each Unit consists of one Class A ordinary share and one third of one warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Warrants are exercisable commencing on the later of 30 days after the Company’s completion of a Business Combination or August 21, 2018 and expire five years from the completion of a Business Combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the Class A ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given. If the Company redeems the Warrants as described above, it will have the option to require any holder that wishes to exercise his Warrant to do so on a “cashless basis.” In accordance with the warrant agreement relating to the Warrants sold in the Offering, the Company is only required to use its best efforts to file the registration statement covering the shares underlying the Warrants within 15 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement. If a registration statement is not effective within 60 days following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis. If the Company is unable to consummate a Business Combination, the Company will redeem 100% of the Public Shares using the funds in the Trust Account as described in Note 1. In such event, the Warrants will be worthless.

Private Placement Warrants

Private Placement Warrants	5 Months Ended
	Sep. 30, 2017
Private Placement Warrants [Abstract]
Private Placement Warrants	Note 4 — Private Placement Warrants Simultaneously with the Offering, the Company’s Sponsors and directors purchased an aggregate of 6,533,333 Private Placement Warrants at $1.50 per warrant (for an aggregate purchase price of $9,800,000) from the Company. All of the proceeds received from these purchases were placed in the Trust Account. The Private Placement Warrants are identical to the Warrants included in the Units sold in the Offering, except that the Private Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. Additionally, the purchasers have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the ordinary shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Company’s initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsors, officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis. If the Company completes its initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

Advances from Related Party

Advances from Related Party	5 Months Ended
	Sep. 30, 2017
Advances from Related Party [Abstract]
Advances from Related Party	Note 5 — Advances from Related Party As of September 30, 2017, the Company’s Chief Executive Officer advanced an aggregate of $5,100 for costs related to the Offering. The advances are non-interest bearing, unsecured and due on demand.

Note Payable to Related Party

Note Payable to Related Party	5 Months Ended
	Sep. 30, 2017
Note Payable to Related Party [Abstract]
Note Payable to Related Party	Note 6 — Note Payable to Related Party The Company issued a $250,000 principal amount unsecured promissory note to the Company’s Chief Executive Officer on June 1, 2017. The note was non-interest bearing and payable on the earlier to occur of (i) June 1, 2018, (ii) the consummation of the Offering or (iii) the date on which the Company determined not to proceed with the Offering. This loan was repaid upon the consummation of the Offering.

Administrative Services Agreeme

Administrative Services Agreement	5 Months Ended
	Sep. 30, 2017
Administrative Services Agreement [Abstract]
Administrative Services Agreement	Note 7 — Administrative Services Agreement The Company presently occupies office space provided by two affiliates of the Company’s executive officers. Such affiliates have agreed that, until the Company consummates a Business Combination, they will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company commenced paying such affiliates an aggregate of up to $20,000 per month for such services on August 15, 2017. For the three months ended September 30, 2017 and for the period from May 1, 2017 (inception) through September 30, 2017, the Company incurred $30,000 in fees for these services, of which $30,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheet at September 30, 2017.

Commitments

Commitments	5 Months Ended
	Sep. 30, 2017
Commitments [Abstract]
Commitments	Note 8 — Commitments The Company granted the underwriters a 45-day option to purchase up to 5,250,000 additional Units to cover over-allotments at the Offering price, less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option, and such purchase was completed concurrently with the completion of the Offering. The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Offering, or $8,050,000. In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Offering, or $14,087,500. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The Initial Shareholders, the holders of the Private Placement Warrants (and underlying Class A ordinary shares) and the holders of any warrants (and underlying Class A ordinary shares) issued upon conversion of working capital loans made by the Company’s Sponsors, officers, directors or their affiliates, if any such loans are issued, are entitled to registration rights with respect to their securities pursuant to an agreement dated as of August 15, 2017. The holders of the majority of the securities are entitled to demand that the Company register these securities at any time commencing after expiration of the transfer restrictions. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination. The Company entered into three consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining stockholder approval for a business combination. These agreements provide for an aggregate annual fee of $560,000 and success fee of $1,090,000 upon the consummation of a Business Combination.

Shareholder Equity

Shareholder Equity	5 Months Ended
	Sep. 30, 2017
Shareholder Equity [Abstract]
Shareholder Equity	Note 9 — Shareholder Equity Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2017, there are no preference shares issued or outstanding. Ordinary Shares The Company is authorized to issue 400,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, both with a par value of $0.0001 per share. In connection with the organization of the Company on May 1, 2017, a total of 10,062,500 Class B ordinary shares were sold to the Sponsors at a price of approximately $0.0025 per share for an aggregate of $25,000, of which 1,312,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full so that the Company’s Initial Shareholders would own 20% of the issued and outstanding shares after the Offering. On closing of the Offering, the holders of the Class B ordinary shares agreed not to transfer such shares until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. As of September 30, 2017, there were 1,804,973 Class A ordinary shares issued and outstanding (excluding 38,445,027 ordinary shares subject to possible redemption) and 10,062,500 Class B ordinary shares issued and outstanding.

Subsequent Events

Subsequent Events	5 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 10 — 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 below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. The Class A ordinary shares and warrants included in the Units began to separately trade commencing on October 6, 2017. The Class A ordinary shares and warrants are listed on the New York Stock Exchange under the symbols CIC and CIC WS, respectively. Units not separated continue to be listed on the New York Stock Exchange under the symbol CIC.U.

Significant Accounting Polici17

Significant Accounting Policies (Policies)	5 Months Ended
	Sep. 30, 2017
Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus as filed with the SEC and declared effective on August 15, 2017, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 25, 2017. The interim results for the period from May 1, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future interim periods.
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 shareholder 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 and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017.
Cash and marketable securities held in Trust Account	Cash and marketable securities held in Trust Account At September 30, 2017, the assets held in the Trust Account were held in cash.
Ordinary shares subject to possible redemption	Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed 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 Offering. Offering costs amounting to $22,702,657 were charged to shareholder’s equity upon the completion of the Offering.
Income taxes	Income taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the balance sheet and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s balance sheet and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s balance sheet. Since the Company was incorporated on May 1, 2017, the evaluation was performed for the upcoming 2017 tax year. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from May 1, 2017 (inception) through September 30, 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
Net loss per ordinary share	Net loss per ordinary share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and Private Placement to purchase 19,950,000 ordinary shares, in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Recent accounting pronouncements	Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying balance sheet.

Organization and Plan of Busi18

Organization and Plan of Business Operations (Details) - USD ($)	Aug. 21, 2017	Sep. 30, 2017
Organization and Plan of Business Operations (Textual)
Consummated public offering units	5,250,000
Gross proceeds of public offering	$ 402,500,000
Net proceeds of public offering	393,900,000
Transaction costs	8,600,000
Deferred underwriting commissions	14,087,500
Gross from private placement	$ 9,800,000
Net proceeds from issuance of private placement		$ 9,800,000
Private placement warrants	6,533,333
Private placement price per warrant	$ 1.50
Percentage of business combination collective fair market value	80.00%
Business acquisition, description	In connection with any proposed initial Business Combination, the Company will either (1) seek shareholder approval of such initial Business Combination at a meeting called for such purpose or (2) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote), in each case where shareholders may seek to convert their Public Shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. Notwithstanding the foregoing, if the Company seeks shareholder approval of such initial Business Combination, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the public shares without the Company's prior written consent. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares of the Company voted are voted in favor of the Business Combination. In connection with any shareholder vote required to approve any Business Combination, the Sponsors and other initial shareholders of the Company (collectively, the "Initial Shareholders") have agreed (i) to vote any of their respective shares in favor of the initial Business Combination and (ii) not to convert any of their respective ordinary shares (or sell such shares to the Company in any related tender offer).
Amount of public offering	$ 402,500,000
Working capital annual limit	$ 750,000	$ 750,000
Winding up process, description	Pursuant to the Company's Amended and Restated Memorandum and Articles of Association, if the Company is unable to complete its initial Business Combination by August 21, 2019, 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, redeem 100% of the outstanding Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Company's board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company.
Units sold subject to underwriter's over-allotment option	5,250,000
Class A Ordinary Shares [Member]
Organization and Plan of Business Operations (Textual)
Initial public offering price per unit	$ 10
Share price per share	11.50
Redemption price per share	$ 10
Over-Allotment Option [Member]
Organization and Plan of Business Operations (Textual)
Units sold subject to underwriter's over-allotment option		5,250,000

Significant Accounting Polici19

Significant Accounting Policies (Details)	5 Months Ended
	Sep. 30, 2017USD ($)shares
Significant Accounting Policies (Textual)
Offering costs charged to shareholder's equity	$ 22,702,657
Federal depository insurance coverage	$ 250,000
Private Placement [Member]
Significant Accounting Policies (Textual)
Private Placement to purchase, ordinary shares | shares	19,950,000

Initial Public Offering (Detail

Initial Public Offering (Details)	Aug. 21, 2017$ / sharesshares
Initial Public Offering (Textual)
Description of warrants	The Warrants are exercisable commencing on the later of 30 days after the Company's completion of a Business Combination or August 21, 2018 and expire five years from the completion of a Business Combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days' notice, only in the event that the last sale price of the Class A ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given.
Share price for warrant redemption	$ 0.01
Percentage of redeem of public shares	100.00%
Class A Ordinary Shares [Member]
Initial Public Offering (Textual)
Sale of stock, number of shares | shares	40,250,000
Offering price per unit	$ 10
Description of sale of stock	Each Unit consists of one Class A ordinary share and one third of one warrant ("Warrant"). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

Private Placement Warrants (Det

Private Placement Warrants (Details)	5 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Private Placement Warrants (Textual)
Aggregate purchase price of warrants	$ 9,800,000
Loan conversion, description	Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender.
Sponsors and Directors [Member]
Private Placement Warrants (Textual)
Purchased aggregate of private placement warrants | shares	6,533,333
Aggregate purchase price of warrants	$ 9,800,000
Private placement warrants price per warrant | $ / shares	$ 1.50

Advances from Related Party (De

Advances from Related Party (Details)	Sep. 30, 2017USD ($)
Advances from Related Party (Textual)
Advances from officer	$ 5,100

Note Payable to Related Party (

Note Payable to Related Party (Details)	Jun. 01, 2017USD ($)
Note Payable to Related Party (Textual)
Principal amount unsecured promissory note to Chief Executive Officer	$ 250,000

Administrative Services Agree24

Administrative Services Agreement (Details) - USD ($)	3 Months Ended	5 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Aug. 15, 2017
Administrative Services Agreement (Textual)
Administrative services fees	$ 30,000	$ 30,000
Accounts payable and accrued expenses	$ 30,000	$ 30,000
Paying affiliates for services			$ 20,000

Commitments (Details)

Commitments (Details) - USD ($)	Aug. 21, 2017	Sep. 30, 2017
Commitments (Textual)
Underwriters overallotment options	5,250,000
Gross proceeds of public offering	$ 402,500,000
Aggregate annual fee		$ 560,000
Success fee		$ 1,090,000
Over-Allotment Option [Member]
Commitments (Textual)
Underwriters overallotment options		5,250,000
Cash underwriting discount of two percent (2.0%) [Member]
Commitments (Textual)
Underwriting discount paid at the public offering		$ 8,050,000
Deferred fee of three and one-half percent (3.5%) [Member]
Commitments (Textual)
Deferred underwriters discount of public offering		$ 14,087,500

Shareholder Equity (Details)

Shareholder Equity (Details) - USD ($)	Aug. 21, 2017	May 01, 2017	Sep. 30, 2017
Shareholder Equity (Textual)
Preference shares, par value			$ 0.0001
Preference shares, authorized			1,000,000
Preference shares, issued			0
Preference shares, outstanding			0
Aggregate amount	$ 8,600,000
Transfer restrictions on Class B shares			(i) the last sales price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Underwriters to purchase additional units	5,250,000
Over-allotment option [Member]
Shareholder Equity (Textual)
Shares issued subject to forfeiture		1,312,500
Ownership percentage		20.00%
Class A Ordinary Shares [Member]
Shareholder Equity (Textual)
Ordinary shares, par value			$ 0.0001
Ordinary shares, authorized			400,000,000
Ordinary shares, issued			1,804,973
Ordinary shares, outstanding			1,804,973
Shares sold to public	40,250,000
Sale of shares, price per share	$ 10
Description of sale of stock	Each Unit consists of one Class A ordinary share and one third of one warrant ("Warrant"). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.
Ordinary shares, subject to possible redemption			38,445,027
Class B Ordinary Shares [Member]
Shareholder Equity (Textual)
Ordinary shares, par value			$ 0.0001
Ordinary shares, authorized			50,000,000
Ordinary shares, issued			10,062,500
Ordinary shares, outstanding			10,062,500
Shares sold to public		10,062,500
Sale of shares, price per share		$ 0.0025
Aggregate amount		$ 25,000