Custom Truck One Source (CTOS) 10-Q 8 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 08, 2019
Entity Registrant Name	Capitol Investment Corp. IV
Entity Central Index Key	0001709682
Amendment Flag	false
Trading Symbol	CIC
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Filer Category	Accelerated Filer
Entity Ex Transition Period	false
Entity Small Business	false
Entity Emerging Growth Company	true
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 Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets
Cash	$ 756,973	$ 468,253
Prepaid expenses and other current assets	12,567	1,343
Total Current Assets	769,540	469,596
Cash and marketable securities held in Trust Account	410,026,800	407,727,618
Total Assets	410,796,340	408,197,214
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities - Accounts payable and accrued expenses	176,973	90,875
Total Current Liabilities	176,973	90,875
Convertible promissory notes - related parties	750,000
Deferred underwriting fee	14,087,500	14,087,500
Total Liabilities	15,014,473	14,178,375
Commitments
Class A Ordinary Shares, subject to possible redemption, 38,349,545 and 38,402,649 shares at redemption value as of March 31, 2019 and December 31, 2018, respectively	390,781,863	389,018,834
Shareholders' Equity
Preference Shares, $0.0001 par value; 1,000,000 authorized; none issued and outstanding
Additional paid-in capital		602,318
Retained earnings	4,998,808	4,396,496
Total Shareholders' Equity	5,000,004	5,000,005
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	410,796,340	408,197,214
Class A Ordinary Shares
Shareholders' Equity
Ordinary Shares, value	190	185
Total Shareholders' Equity	190	185
Class B Ordinary Shares
Shareholders' Equity
Ordinary Shares, value	1,006	1,006
Total Shareholders' Equity	$ 1,006	$ 1,006

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, authorized	1,000,000	1,000,000
Preference shares, issued
Preference shares, outstanding
Class A Ordinary Shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	400,000,000	400,000,000
Ordinary shares, issued	1,900,455	1,847,351
Ordinary shares, outstanding	1,900,455	1,847,351
Ordinary shares, subject to possible redemption	38,349,545	38,402,649
Class B Ordinary Shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, issued	10,062,500	10,062,500
Ordinary shares, outstanding	10,062,500	10,062,500

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Operating costs		$ 536,154	$ 413,244
Loss from operations		(536,154)	(413,244)
Other income:
Interest income		2,274,691	1,367,437
Unrealized gain on marketable securities held in Trust Account		24,491	1,181
Net income		$ 1,763,028	$ 955,374
Weighted average shares outstanding, basic and diluted	[1]	11,909,851	11,928,013
Basic and diluted net income (loss) per ordinary share	[2]	$ (0.04)	$ 0.03
[1]	Excludes an aggregate of up to 38,349,545 and 38,403,218 shares subject to possible redemption at March 31, 2019 and 2018, respectively.
[2]	Net income (loss) per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $2,190,661 and $590,223 for the three months ended March 31, 2019 and 2018, respectively.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Excludes an aggregate shares subject to redemption	38,349,545	38,403,218
Net income (loss) per ordinary share - income excluded from basic and diluted	$ 2,190,661	$ 590,223

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid in Capital	(Accumulated Deficit)/ Retained Earnings	Total
Balance at Dec. 31, 2017	$ 187	$ 1,006	$ 5,776,280	$ (777,471)	$ 5,000,002
Balance, shares at Dec. 31, 2017	1,865,513	10,062,500
Change in value of ordinary shares subject to possible redemption	$ (2)		(955,372)		(955,374)
Change in value of ordinary shares subject to possible redemption, shares	(18,731)
Net income				955,374	955,374
Balance at Mar. 31, 2018	$ 185	$ 1,006	4,820,908	177,903	5,000,002
Balance, shares at Mar. 31, 2018	1,846,782	10,062,500
Balance at Dec. 31, 2018	$ 185	$ 1,006	602,318	4,396,496	5,000,005
Balance, shares at Dec. 31, 2018	1,847,351	10,062,500
Change in value of ordinary shares subject to possible redemption	$ 5		(602,318)	(1,160,716)	(1,763,029)
Change in value of ordinary shares subject to possible redemption, shares	53,104
Net income				1,763,028	1,763,028
Balance at Mar. 31, 2019	$ 190	$ 1,006		$ 4,998,808	$ 5,000,004
Balance, shares at Mar. 31, 2019	1,900,455	10,062,500

Condensed Consolidated Statem_4

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows from Operating Activities:
Net income	$ 1,763,028	$ 955,374
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,274,691)	(1,367,437)
Unrealized gain on marketable securities held in Trust Account	(24,491)	(1,181)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(11,224)	(42,283)
Accounts payable and accrued expenses	86,098	(51,106)
Net cash used in operating activities	(461,280)	(506,633)
Cash Flows from Investing Activities:
Cash withdrawn from the Trust Account		750,000
Net cash provided by investing activities		750,000
Cash Flows from Financing Activities:
Proceeds from convertible promissory notes – related parties	750,000
Net cash provided by financing activities	750,000
Net Change in Cash	288,720	243,367
Cash - Beginning	468,253	501,925
Cash - Ending	756,973	745,292
Non-Cash Investing and Financing Activities:
Change in value of ordinary shares subject to possible redemption	$ 1,763,029	$ 955,374

Organization and Plan of Busine

Organization and Plan of Business Operations	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [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”). All activity through March 31, 2019 relates to the Company’s formation, the Company’s initial public offering of 40,250,000 units (the “Offering”), the simultaneous sale of 6,533,333 warrants (the “Private Placement Warrants”) in a private placement (the “Private Placement”) 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, the Company’s search for a target business with which to complete a Business Combination and activities in connection with the proposed Business Combination with NESCO Holdings I, Inc., a Delaware corporation (“Nesco”), as described in Note 7. The Company has three subsidiaries, Capitol Intermediate Holdings, LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on March 19, 2019 (“Intermediate Holdings”), Capitol Investment Merger Sub 1, LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on March 18, 2019 (“Merger Sub”) and Capitol Investment Merger Sub 2, LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on March 18, 2019 (“New HoldCo”). Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Offering and such amount of proceeds from the Offering that were placed in an account outside of the Trust Account for working capital purposes. As of March 31, 2019, the Company had $756,973 held outside of the Trust Account. In March 2019, the Sponsors and Lawrence Calcano, Brooke Coburn and Richard C. Donaldson, each a member of the board of directors of the Company (collectively, the “Lenders”), loaned the Company an aggregate of $750,000. In May 2019, the Lenders committed to loan an additional $102,000 to the Company if needed for its working capital requirements. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or August 21, 2019, the deadline to complete a Business Combination pursuant to the Company’s amended and restated memorandum and articles of association (unless otherwise amended by shareholders).

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated 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 Securities and Exchange Commission ("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 consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 4, 2019, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2018 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated 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 marketable securities held in Trust Account At March 31, 2019 and December 31, 2018, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (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 March 31, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income (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 Offering and the Private Placement to purchase 19,950,000 ordinary shares, in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented. Reconciliation of net income (loss) per ordinary share The Company's net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income (loss) per ordinary share is calculated as follows: Three Months Ended March 31, 2019 2018 Net income (loss) $ 1,763,028 $ 955,374 Less: Income attributable to ordinary shares subject to possible redemption (2,190,661 ) (590,223 ) Adjusted net income (loss) $ (427,633 ) $ 365,151 Weighted average shares outstanding, basic and diluted 11,909,851 11,928,013 Basic and diluted net income (loss) per ordinary share $ (0.04 ) $ 0.03 Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements.

Convertible Promissory Notes

Convertible Promissory Notes	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Convertible Promissory Notes	Note 3 — Convertible Promissory Notes On March 22, 2019, the Company issued an aggregate of $750,000 of convertible promissory notes to the Lenders. The loans are unsecured, non-interest bearing and are payable at the consummation by the Company of a Business Combination. Upon consummation of a Business Combination, the principal balance of the notes may be converted, at the holders' option, to warrants at a price of $1.50 per warrant (subject to compliance with the terms of the Merger Agreement (defined in Note 7 below) which restricts the Company's ability to convert such notes to warrants except in certain cases). The terms of the warrants would be identical to the Private Placement Warrants. If the Lenders convert the entire principal balance of the convertible promissory notes, they would receive warrants to purchase an aggregate of 500,000 ordinary shares of the Company. If a Business Combination is not consummated, the notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

Administrative Services Agreeme

Administrative Services Agreement	3 Months Ended
	Mar. 31, 2019
Administrative Services Agreement [Abstract]
Administrative Services Agreement	Note 4 — 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 March 31, 2019 and 2018, the Company incurred $60,000 in fees for these services. At March 31, 2019 and December 31, 2018, $10,000 in administrative fees are included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

Commitments

Commitments	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 5 — Commitments The underwriters of the Offering 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 executed in connection with the Offering. The Company's shareholders prior to the Offering (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. Subsequent to the consummation of the Offering, the Company entered into four 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 shareholder approval for a Business Combination in addition to certain executive assistant services. These agreements provide for aggregate annual fees of approximately $664,000 and aggregate success fees of $1,090,000 payable upon the consummation of a Business Combination.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Shareholders’ Equity	Note 6 — Shareholders' 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 March 31, 2019 and December 31, 2018, 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. As of March 31, 2019 and December 31, 2018, there were 1,900,455 and 1,847,351 Class A ordinary shares issued and outstanding, respectively, excluding 38,349,545 and 38,402,649 ordinary shares subject to possible redemption, respectively, and 10,062,500 Class B ordinary shares issued and outstanding.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 7 — Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated 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 condensed consolidated financial statements. On April 7, 2019, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") by and among the Company, Capitol Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Intermediate Holdings"), Capitol Investment Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Merger Sub"), Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("New HoldCo"), NESCO Holdings, LP, a Delaware limited partnership (the "Nesco Owner"), and Nesco. Pursuant to the Merger Agreement, (i) the Company will domesticate as a Delaware corporation and will be renamed "Nesco Holdings, Inc." (the "Domestication"), (ii) Merger Sub will merge with and into Nesco, with Nesco surviving as a wholly-owned subsidiary of the Company (the "Initial Merger"), and (iii) immediately after the Initial Merger, Nesco will merge with and into New HoldCo, with New HoldCo surviving as an indirect wholly-owned subsidiary of the Company (the "Subsequent Merger", and together with the Initial Merger, the "Mergers", and together with the Domestication and the other transactions contemplated by the Merger Agreement, the "Transactions"). As a result of the Transactions, Nesco will become a limited liability company and a wholly-owned subsidiary of the Company, with Nesco Owner becoming a securityholder of the Company. Under the Merger Agreement, Nesco Owner will receive (i) $75,000,000 of cash (subject to adjustment), (ii) 17,464,235 shares of common stock and (iii) warrants to purchase 2,500,000 shares of common stock. Nesco Owner will also have the right to receive up to 1,800,000 additional shares of common stock, for a period of five years following the closing of the Transactions, in increments of 900,000 shares, if (x) the trading price of the Company's common stock exceeds $13.00 per share or $16.00 per share for any 20 trading days during a 30 consecutive trading day period or (y) a sale transaction of the combined company occurs in which the consideration paid per share to holders of common stock of the combined company exceeds $13.00 per share or $16.00 per share. The shares to be issued to Nesco Owner pursuant to the Merger Agreement will be issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"). In connection with the Domestication, (i) each outstanding Class A ordinary share of the Company will automatically convert into one share of common stock of the Company, (ii) the outstanding warrants of the Company will automatically convert into warrants entitling the holders to purchase shares of common stock beginning 30 days after the consummation of the Business Combination and (iii) the outstanding Class B ordinary shares of the Company will automatically convert into common stock upon consummation of the Business Combination. In connection with the Transactions, the Initial Shareholders (including Capitol's independent directors) will forfeit a certain number of ordinary shares and warrants of the Company and will subject an additional number of other shares to an additional lockup that will be released upon the achievement of the $13.00 and $16.00 share triggers applicable to Nesco Owner described above. In connection with the execution of the Merger Agreement, New HoldCo executed a commitment letter among New Holdco, JPMorgan Chase Bank, N.A., Fifth Third Bank, Morgan Stanley Senior Funding, Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., and Citigroup Global Markets Inc. pursuant to which the lender parties committed to provide the Company with each of (i) $350 million in aggregate principal amount of commitments pursuant to a first lien senior secured asset based revolving credit facility and (ii) $400 million in second lien senior secured increasing rate bridge loans, subject to definitive documentation and certain customary closing conditions and solely to the extent that the Company is unable to issue and sell senior second lien notes in a Rule 144A or other private placement yielding up to $400 million in gross proceeds on or prior to the closing of the Transactions. The Transactions are expected to be consummated in the second quarter of 2019, after the required approval by the Company's shareholders and the fulfillment of certain other conditions.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed consolidated 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 Securities and Exchange Commission ("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 consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 4, 2019, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2018 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of estimates	Use of estimates The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated 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 marketable securities held in Trust Account	Cash and marketable securities held in Trust Account At March 31, 2019 and December 31, 2018, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.
Net income (loss) per ordinary share	Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (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 March 31, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income (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 Offering and the Private Placement to purchase 19,950,000 ordinary shares, in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.
Reconciliation of net income (loss) per ordinary share	Reconciliation of net income (loss) per ordinary share The Company's net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income (loss) per ordinary share is calculated as follows: Three Months Ended March 31, 2019 2018 Net income (loss) $ 1,763,028 $ 955,374 Less: Income attributable to ordinary shares subject to possible redemption (2,190,661 ) (590,223 ) Adjusted net income (loss) $ (427,633 ) $ 365,151 Weighted average shares outstanding, basic and diluted 11,909,851 11,928,013 Basic and diluted net income (loss) per ordinary share $ (0.04 ) $ 0.03
Recent accounting pronouncements	Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Schedule of basic and diluted income (loss) per ordinary share	Three Months Ended March 31, 2019 2018 Net income (loss) $ 1,763,028 $ 955,374 Less: Income attributable to ordinary shares subject to possible redemption (2,190,661 ) (590,223 ) Adjusted net income (loss) $ (427,633 ) $ 365,151 Weighted average shares outstanding, basic and diluted 11,909,851 11,928,013 Basic and diluted net income (loss) per ordinary share $ (0.04 ) $ 0.03

Organization and Plan of Busi_2

Organization and Plan of Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended
	May 31, 2019	Mar. 31, 2019
Organization and Plan of Business Operations (Textual)
Held outside trust account		$ 756,973
Consummated public offering units		40,250,000
Directors [Member]
Organization and Plan of Business Operations (Textual)
Loan amount		$ 750,000
Private Placement [Member]
Organization and Plan of Business Operations (Textual)
Warrants sold in initial public offering		6,533,333
Subsequent Event [Member]
Organization and Plan of Business Operations (Textual)
Additional loan for working capital	$ 102,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Accounting Policies [Abstract]
Net income (loss)		$ 1,763,028	$ 955,374
Less: Income attributable to ordinary shares subject to possible redemption		(2,190,661)	(590,223)
Adjusted net income (loss)		$ (427,633)	$ 365,151
Weighted average shares outstanding, basic and diluted	[1]	11,909,851	11,928,013
Basic and diluted net income (loss) per ordinary share	[2]	$ (0.04)	$ 0.03
[1]	Excludes an aggregate of up to 38,349,545 and 38,403,218 shares subject to possible redemption at March 31, 2019 and 2018, respectively.
[2]	Net income (loss) per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $2,190,661 and $590,223 for the three months ended March 31, 2019 and 2018, respectively.

Significant Accounting Polici_5

Significant Accounting Policies (Details Textual)	3 Months Ended
	Mar. 31, 2019shares
Significant Accounting Policies (Textual)
Warrants to purchase ordinary shares sold in initial public offering and private placement	19,950,000

Convertible Promissory Notes (D

Convertible Promissory Notes (Details)	Mar. 22, 2019USD ($)$ / sharesshares
Convertible Promissory Notes (Textual)
Issuance of Convertible Promissory notes | $	$ 750,000
Warrants price per | $ / shares	$ 1.50
Warrants to purchase ordinary shares | shares	500,000

Administrative Services Agree_2

Administrative Services Agreement (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Aug. 15, 2017
Administrative Services Agreement (Textual)
Administrative services fees	$ 60,000	$ 60,000
Accounts payable and accrued expenses	$ 10,000		$ 10,000
Paying affiliates for services				$ 20,000

Commitments (Details)

Commitments (Details)	3 Months Ended
	Mar. 31, 2019USD ($)
Commitments (Textual)
Aggregate annual fees	$ 664,000
Aggregate success fees	1,090,000
Deferred fee of three and one-half percent (3.5%) [Member]
Commitments (Textual)
Deferred underwriters discount of public offering	$ 14,087,500
Deferred fee percentage	3.50%

Shareholders' Equity (Details)

Shareholders' Equity (Details) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, authorized	1,000,000	1,000,000
Preference shares, issued
Preference shares, outstanding
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	400,000,000	400,000,000
Ordinary shares, issued	1,900,455	1,847,351
Ordinary shares, outstanding	1,900,455	1,847,351
Ordinary shares, subject to possible redemption	38,349,545	38,402,649
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, issued	10,062,500	10,062,500
Ordinary shares, outstanding	10,062,500	10,062,500

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
	Apr. 07, 2019
Description of debt commitment	Pursuant to which the lender parties committed to provide the Company with each of (i) $350 million in aggregate principal amount of commitments pursuant to a first lien senior secured asset based revolving credit facility and (ii) $400 million in second lien senior secured increasing rate bridge loans, subject to definitive documentation and certain customary closing conditions and solely to the extent that the Company is unable to issue and sell senior second lien notes in a Rule 144A or other private placement yielding up to $400 million in gross proceeds on or prior to the closing of the Transactions.
Description of business combination	(i) each outstanding Class A ordinary share of the Company will automatically convert into one share of common stock of the Company, (ii) the outstanding warrants of the Company will automatically convert into warrants entitling the holders to purchase shares of common stock beginning 30 days after the consummation of the Business Combination and (iii) the outstanding Class B ordinary shares of the Company will automatically convert into common stock upon consummation of the Business Combination. In connection with the Transactions, the Initial Shareholders (including Capitol's independent directors) will forfeit a certain number of ordinary shares and warrants of the Company and will subject an additional number of other shares to an additional lockup that will be released upon the achievement of the $13.00 and $16.00 share triggers applicable to Nesco Owner described above.
Business combination [Member]
Description of merger agreement consideration	(i) $75,000,000 of cash (subject to adjustment), (ii) 17,464,235 shares of common stock and (iii) warrants to purchase 2,500,000 shares of common stock. Nesco Owner will also have the right to receive up to 1,800,000 additional shares of common stock, for a period of five years following the closing of the Transactions, in increments of 900,000 shares, if (x) the trading price of the Company's common stock exceeds $13.00 per share or $16.00 per share for any 20 trading days during a 30 consecutive trading day period or (y) a sale transaction of the combined company occurs in which the consideration paid per share to holders of common stock of the combined company exceeds $13.00 per share or $16.00 per share.