Sentinel Energy Services (STNL) 10-K 27 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	7 Months Ended
	Dec. 31, 2017	Mar. 23, 2018	Jun. 30, 2017
Entity Registrant Name	Sentinel Energy Services Inc.
Entity Central Index Key	1,709,768
Trading Symbol	SNTL
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 0
Class A ordinary shares
Entity Common Stock, Shares Outstanding		34,500,000
Class B ordinary shares
Entity Common Stock, Shares Outstanding		8,625,000

Balance Sheet

Balance Sheet	Dec. 31, 2017USD ($)
Current assets:
Cash and cash equivalents	$ 891,952
Prepaid expenses	183,333
Total current assets	1,075,285
Cash held in trust account	345,000,000
Total assets	346,075,285
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses	19,890
Total current liabilities	19,890
Deferred underwriting compensation	12,075,000
Total liabilities	12,094,890
Class A ordinary shares subject to possible redemption; 32,898,039 shares (at redemption value of approximately $10.00 per share)	328,980,390
Shareholders' equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	5,085,366
Accumulated deficit	(86,384)
Total shareholders' equity	5,000,005
Total liabilities and shareholders' equity	346,075,285
Class A ordinary shares
Shareholders' equity:
Common stock, value	160
Total shareholders' equity	160
Class B ordinary shares
Shareholders' equity:
Common stock, value	863
Total shareholders' equity	$ 863

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2017$ / sharesshares
Preference shares, par value | $ / shares	$ 0.0001
Preference shares, authorized	1,000,000
Preference shares, issued
Preference shares, outstanding
Ordinary shares, subject to possible redemption	32,898,039
Ordinary shares, subject to possible redemption, per share | $ / shares	$ 10
Class A ordinary shares
Ordinary shares, subject to possible redemption	32,898,039
Ordinary shares, par value | $ / shares	$ 0.0001
Ordinary shares, authorized	200,000,000
Ordinary shares, issued	1,601,961
Ordinary shares, outstanding	1,601,961
Class B ordinary shares
Ordinary shares, par value | $ / shares	$ 0.0001
Ordinary shares, authorized	20,000,000
Ordinary shares, issued	8,625,000
Ordinary shares, outstanding	8,625,000

Statement of Operations

Statement of Operations	7 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
General and administrative expenses | $	$ 86,384
Net loss | $	$ (86,384)
Class A ordinary shares
Two Class Method:
Weighted average number of shares outstanding - basic and diluted | shares	33,723,214	[1]
Net loss per ordinary share | $ / shares	$ 0
Class B ordinary shares
Two Class Method:
Weighted average number of shares outstanding - basic and diluted | shares	8,625,000	[1]
Net loss per ordinary share | $ / shares	$ (0.01)
[1]	Share amounts have been retroactively restated to reflect the forfeiture of 5,750,000 shares in August 2017 (see Note 4).

Statement of Operations (Parent

Statement of Operations (Parenthetical)	1 Months Ended
	Aug. 31, 2017shares
Income Statement [Abstract]
Forfeiture of shares	5,750,000

Statement of Changes in Shareho

Statement of Changes in Shareholders' Equity - 7 months ended Dec. 31, 2017 - USD ($)		Total	Additional Paid-in Capital	Accumulated Deficit	Class A Ordinary Shares	Class B Ordinary Shares
Beginning balance at Jun. 05, 2017
Beginning balance, shares at Jun. 05, 2017
Sale of Class B ordinary shares to sponsor at approximately $0.003 per share	[1]	25,000	24,137			$ 863
Sale of Class B ordinary shares to sponsor at approximately $0.003 per share, shares	[1]					8,625,000
Sale of Units in Initial Public Offering		345,000,000	344,996,550		$ 3,450
Sale of Units in Initial Public Offering, shares					34,500,000
Underwriters' discount and offering expenses		(19,858,221)	(19,858,221)
Sale of 5,933,333 private placement warrants at $1.50 per warrant		8,900,000	8,900,000
Shares subject to possible redemption		(328,980,390)	(328,977,100)		$ (3,290)
Shares subject to possible redemption, shares					(32,898,039)
Net loss		(86,384)		(86,384)
Ending balance at Dec. 31, 2017		$ 5,000,005	$ 5,085,366	$ (86,384)	$ 160	$ 863
Ending balance, shares at Dec. 31, 2017					1,601,961	8,625,000
[1]	Share amounts have been retroactively restated to reflect the forfeiture of 5,750,000 shares in August 2017 (see Note 4).

Statement of Changes in Shareh7

Statement of Changes in Shareholders' Equity (Parenthetical)	Dec. 31, 2017$ / sharesshares
Private Placement Warrants
Warrants | shares	5,933,333
Sale of shares, per share	$ 1.50
Class B ordinary shares
Sale of shares, per share	$ 0.003

Statement of Cash Flows

Statement of Cash Flows	7 Months Ended
	Dec. 31, 2017USD ($)
Cash Flows From Operating Activities:
Net loss	$ (86,384)
Changes in operating assets and liabilities:
Prepaid expenses	(183,333)
Accrued expenses	19,890
Net Cash Used In Operating Activities	(249,827)
Cash Flows From Investing Activities:
Cash deposited into trust account	(345,000,000)
Net Cash Used In Investing Activities	(345,000,000)
Cash Flows From Financing Activities:
Proceeds from issuance of Class A ordinary shares	345,000,000
Proceeds from sale of private placement warrants	8,900,000
Payment of underwriter discounts and commissions	(6,900,000)
Payment of offering costs	(883,221)
Proceeds from sponsor note	115,236
Payment of sponsor note	(115,236)
Proceeds from issuance of Class B ordinary shares to sponsor	25,000
Net Cash Provided By Financing Activities	346,141,779
Net change in cash	891,952
Cash at beginning of period
Cash at end of period	891,952
Supplemental disclosure of non-cash financing activities:
Payment of offering costs by related party	133,619
Deferred underwriters' discounts and commissions	12,075,000
Ordinary shares subject to possible redemption	$ 328,980,390

Description of Organization and

Description of Organization and Business Operations	7 Months Ended
	Dec. 31, 2017
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	1. Description of Organization and Business Operations Organization and General Sentinel Energy Services Inc. (the “Company”) was incorporated in the Cayman Islands on June 5, 2017. The Company was formed for the purpose of effecting a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2017, the Company had not commenced any operations. All activity for the period from June 5, 2017 (date of inception) through December 31, 2017 relates to the Company’s formation and the initial public offering (“initial public offering”) described below and since our initial public offering a search for a business combination. On November 7, 2017, the Company closed its initial public offering of 30,000,000 units at a price of $10.00 per Unit (See Note 3). On November 7, 2017, simultaneously with the consummation of the initial public offering, the Company completed the private sale of 5,333,333 private placement warrants (the “private placement warrants”) at a purchase price of $1.50 per warrant to the Company’s sponsor, Sentinel Management Holdings, LLC, a Delaware limited liability company (the “sponsor”). On November 9, 2017, the underwriters of the initial public offering exercised their overallotment option in connection with the initial public offering in full and, on November 9, 2017, the underwriters purchased 4,500,000 Units (“overallotment units”) at an offering price of $10.00 per Unit, generating gross proceeds of $45,000,000. Simultaneously with the closing of the overallotment, the Company consummated the private placement of an additional 600,000 private placement warrants to the sponsor, generating gross proceeds of approximately $900,000. The Company will not generate any operating revenues until after completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds from the initial public offering. The Company has selected December 31st as its fiscal year end. The Company intends to finance its initial business combination with proceeds from the initial public offering (Note 3) and the private placements of the private placement warrants (Note 4), the Company’s capital stock, debt or a combination of the foregoing. Upon the closings of the initial public offering, the sale of the overallotment units and the private placement warrants, approximately $345,000,000 was placed in a trust account (the “trust account”) (discussed below). The registration statement for the Company’s initial public offering (as described in Note 3) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 2, 2017. Trust Account The proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the trust account until the earlier of (i) the consummation of the initial business combination or (ii) the distribution of the trust account proceeds as described below. The remaining proceeds outside the trust account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. As of December 31, 2017 the trust account funds are being held in a non-interest bearing account. The Company’s amended and restated Memorandum and Articles of Association provides that, other than the withdrawal of interest to pay income taxes, if any, none of the funds held in the trust account will be released until the earlier of: (i) the completion of the initial business combination; (ii) the redemption of any Class A ordinary shares included in the Units (the “public shares”) sold in the initial public offering that have been properly tendered in connection with a shareholder vote to amend the Company’s amended and restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of such Class A ordinary shares if it does not complete the initial business combination within 24 months from the closing of the initial public offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units sold in the initial public offering if the Company is unable to complete an initial business combination within 24 months from the closing of the initial public offering, (subject to the requirements of law). The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering, although substantially all of the net proceeds of the initial public offering are intended to be generally applied toward consummating an initial business combination. The initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the initial business combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial business combination. The Company, after signing a definitive agreement for an initial business combination, will either (i) seek shareholder approval of the initial business combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest but less taxes payable, or (ii) provide 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) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the initial business combination or will allow shareholders to sell their public shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its initial business combination only if a majority of the outstanding ordinary shares of the Company, voted are voted in favor of the initial business combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related initial business combination, and instead may search for an alternate initial business combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial business combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest but less taxes payable. As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the initial public offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated Memorandum and Articles of Association, if the Company is unable to complete the initial business combination within 24 months from the closing of the initial public offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands’ law to provide for claims of creditors and the requirements of other applicable law. The sponsor and the Company’s officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree to waive their rights to liquidating distributions from the trust account with respect to any founder shares (as defined below) held by them if the Company fails to complete the initial business combination within 24 months of the closing of the initial public offering. However, if the sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial business combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial business combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of the initial business combination, subject to the limitations described herein.

Summary of Significant Accounti

Summary of Significant Accounting Policies	7 Months Ended
	Dec. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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. 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. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $19,858,221, consisting principally of underwriting discounts and commissions of $18,975,000 (including approximately $12,075,000 of which payment is deferred) and $883,221 of professional, printing, filing, regulatory and other costs were charged to additional paid-in capital upon the closing of the initial public offering in November 2017. Redeemable Ordinary Shares As discussed in Note 1, all of the 34,500,000 Class A ordinary shares sold as parts of the Units in the initial public offering contain a redemption feature which allows for the redemption of such shares under the Company’s amended and restated certificate of incorporation. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2017, 32,898,039 of 34,500,000 Class A ordinary shares included in the Units were classified outside of permanent equity. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shares by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the initial public offering (including the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted loss per share, since their inclusion would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per ordinary share for the period. The Company’s statement of operations include a presentation of net loss per share for ordinary shares subject to redemption in a manner similar to the two-class method. Net loss per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the trust account, net of any applicable income tax expense, by the weighted average number of Class A ordinary shares outstanding for the period from the issuance of such shares through December 31, 2017. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net loss, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	7 Months Ended
	Dec. 31, 2017
Initial Public Offering [Abstract]
Initial Public Offering	3. Initial Public Offering In November 2017, the Company closed its initial public offering of 34,500,000 Units at a price of $10.00 per Unit, with gross proceeds of $345,000,000 from the sale of Units. The closings occurred on November 7, 2017 with respect to 30,000,000 Units and on November 9, 2017 with respect to 4,500,000 Units related to the exercise of the underwriters’ overallotment option. Each Unit consists of one of the Company’s Class A ordinary shares, $0.0001 par value, and one-third of one warrant (each, a “Warrant” and, collectively, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial business combination or 12 months from the closing of the initial public offering and will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders. Simultaneous with the closing of the initial public offering on November 7, 2017, the sponsor purchased an aggregate of 5,333,333 private placement warrants at a price of $1.50 per whole warrant (approximately $8,000,000 in the aggregate) in a private placement. Simultaneously with the closing of the overallotment, the Company consummated the private placement of an additional 600,000 private placement warrants to the sponsor, generating gross proceeds of approximately $900,000. The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the initial public offering, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial business combination. The Deferred Discount will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes its initial business combination.

Related Party Transactions

Related Party Transactions	7 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares In June 2017, the sponsor entered into an Amended and Restated Securities Purchase Agreement, for the purchase of 14,375,000 founder shares for $25,000, or approximately $0.002 per share. As used herein, unless the context otherwise requires, “founder shares” shall be deemed to include the shares of Class A ordinary shares issuable upon conversion thereof. The founder shares are identical to the Class A ordinary shares included in the Units sold in the initial public offering except that the founder shares are shares of Class B ordinary shares which automatically convert into shares of Class A ordinary shares at the time of the Company’s initial business combination and are subject to certain transfer restrictions, as described in more detail below. In August 2017, the sponsor surrendered 5,750,000 of its Class B ordinary shares for no consideration, resulting in the sponsor holding an aggregate of 8,625,000 Class B ordinary shares. This forfeiture also adjusted the shares subject to forfeiture from 1,875,000 to 1,125,000, to the extent that the over-allotment option was is not exercised in full by the underwriters so that the founder shares will represent 20.0% of the Company’s issued and outstanding shares after the initial public offering. As described above, the underwriters exercised their overallotment option in connection with the initial public offering in full, and therefore none of the founder shares were forfeited. The Company’s initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants until 30 days after the completion of the initial business combination. The sponsor transferred 37,500 founder shares to Marc Zenner in October 2017 and, in January 2018, to Jon Marshall, its independent directors, at the original purchase price. Private Placement Warrants Upon the closing of the initial public offering on November 7, 2017 and November 9, 2017, the sponsor purchased an aggregate of 5,933,333 private placement warrants at a price of $1.50 per whole warrant (approximately $8,900,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the initial public offering. Each whole private placement warrant is exercisable for one whole share of the Company’s Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the private placement warrants was added to the proceeds from the initial public offering held in the trust account. If the initial business combination is not completed within 24 months from the closing of the initial public offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. Registration Rights The holders of founder shares, private placement warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the founder shares, only after conversion of such shares to shares of Class A ordinary shares) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the initial public offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On June 12, 2017, the sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the initial public offering pursuant to an unsecured promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2017 or the completion of the initial public offering. During the period June 5, 2017 (date of inception) through December 31, 2017, the Company utilized advances from the Note to pay expenses and offering costs incurred totaling $115,236. Upon closing of the Offering, the Company paid $115,236 in full settlement of the Note. Advances from Related Party During the period June 5, 2017 (date of inception) through December 31, 2017, a related party paid expenses and offering costs incurred on behalf of the Company totaling $133,619. As of December 31, 2017, the amount due to the related party was repaid in full. Administrative Support Agreement Commencing on the date the Units were first listed on the NASDAQ, the Company agreed to pay an affiliate of the sponsor up to $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company recorded $12,163 for such expenses under the administrative service agreement for the period June 5, 2017 (date of inception) to December 31, 2017. Option Agreement On November 2, 2017, the Company entered into an option agreement (“Option Agreement”) pursuant to which CSL Energy Opportunities Fund III, L.P. and CSL Energy Holdings III, Corp, LLC (“Option Holders”) agreed to purchase an aggregate of up to 10,000,000 units (the “Co-Investment Units”), consisting of one Class A Share (the “Co-Investment Shares”) and one-third of one warrant to purchase one Class A ordinary share (the “Co-Investment Warrants,” and together with the Co-Investment Shares, the “Co-Investment Securities”), for $10.00 per unit (the “Exercise Price”), or an aggregate maximum amount of $100,000,000, immediately prior to the closing of the Company's initial business combination. The Co-Investment Warrants will have the same terms as the private placement warrants so long as they are held by the Option Holders or its permitted transferees, and the Co-Investment Shares will be identical to the Class A ordinary shares included in the units being sold in this offering, except that the Co-Investment Shares will be subject to transfer restrictions and certain registration rights, as described herein. Any Co-Investment Warrant held by a holder other than the Option Holders or their permitted transferees will have the same terms as the warrants included in the units being sold in this offering. The Option Holders will have the right to transfer a portion of its option to purchase the Co-Investment Securities to third parties (which we refer to throughout this prospectus as the “Co-Investment Transferees”), subject to compliance with applicable securities laws. The Option Agreement also provides that the Option Holders and any Co-Investment Transferee will be entitled to certain registration rights with respect to their Co-Investment Securities, including the Class A ordinary shares underlying their Co-Investment Warrants.

Shareholders' Equity

Shareholders' Equity	7 Months Ended
	Dec. 31, 2017
Shareholders' Equity [Abstract]
Shareholders' Equity	5. Shareholders’ Equity Ordinary Shares The authorized ordinary shares of the Company include up to 200,000,000 shares of Class A ordinary shares and 20,000,000 shares of Class B ordinary shares. If the Company enters into an initial business combination, it may (depending on the terms of such an initial business combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the initial business combination to the extent the Company seeks shareholder approval in connection with the initial business combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. At December 31, 2017, there were 34,500,000 shares of Class A, of which 32,898,039 was classified outside of permanent equity, and 8,625,000 shares of Class B ordinary shares issued and outstanding. Preferred Shares The Company is authorized to issue 1,000,000 shares of preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2017, there were no shares of preferred shares issued or outstanding.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	7 Months Ended
	Dec. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
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.
Financial Instruments	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.
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $19,858,221, consisting principally of underwriting discounts and commissions of $18,975,000 (including approximately $12,075,000 of which payment is deferred) and $883,221 of professional, printing, filing, regulatory and other costs were charged to additional paid-in capital upon the closing of the initial public offering in November 2017.
Redeemable Ordinary Shares	Redeemable Ordinary Shares As discussed in Note 1, all of the 34,500,000 Class A ordinary shares sold as parts of the Units in the initial public offering contain a redemption feature which allows for the redemption of such shares under the Company’s amended and restated certificate of incorporation. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2017, 32,898,039 of 34,500,000 Class A ordinary shares included in the Units were classified outside of permanent equity.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shares by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the initial public offering (including the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted loss per share, since their inclusion would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per ordinary share for the period. The Company’s statement of operations include a presentation of net loss per share for ordinary shares subject to redemption in a manner similar to the two-class method. Net loss per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the trust account, net of any applicable income tax expense, by the weighted average number of Class A ordinary shares outstanding for the period from the issuance of such shares through December 31, 2017. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net loss, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Related Parties	Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.
Subsequent Events	Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Description of Organization a15

Description of Organization and Business Operations (Details) - USD ($)	Nov. 09, 2017	Nov. 07, 2017	Dec. 31, 2017	Nov. 30, 2017
Description of Organization and Business Operations (Textual)
Cash deposited into trust account			$ 345,000,000
Funds held in the trust account, description			Other than the withdrawal of interest to pay income taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares included in the Units (the "Public Shares") sold in the initial public offering that have been properly tendered in connection with a shareholder vote to amend the Company's amended and restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of such Class A ordinary shares if it does not complete the Initial Business Combination within 24 months from the closing of the initial public offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units sold in the initial public offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the initial public offering, (subject to the requirements of law).
Description of net tangible assets requirements			In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Sale of units		30,000,000
Sale price per unit		$ 10		$ 10
Private Placement Warrants [Member]
Description of Organization and Business Operations (Textual)
Sale of units		5,333,333
Sale price per unit		$ 1.50
Private Placement Warrants [Member] | Sponsor [Member]
Description of Organization and Business Operations (Textual)
Sale of units		600,000
Gross proceeds		$ 900,000
Overallotment Units [Member] | Underwriter [Member]
Description of Organization and Business Operations (Textual)
Sale of units	4,500,000
Sale price per unit	$ 10
Gross proceeds	$ 45,000,000

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Details)	7 Months Ended
	Dec. 31, 2017USD ($)shares
Summary of Significant Accounting Policies (Textual)
Federal depository insurance coverage	$ 250,000
Offering cost	(19,858,221)
Underwriting discounts and commissions	18,975,000
Payment of deferred cost	12,075,000
Professional, printing, filing, regulatory and other costs	883,221
Class A ordinary shares [Member]
Summary of Significant Accounting Policies (Textual)
Offering cost
Sale of units in public offering, shares | shares	34,500,000
Redeem public shares in net tangible assets	$ 5,000,001
Shares subject to possible redemption, shares | shares	32,898,039
Calculation of diluted loss per share | shares	17,433,333

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 09, 2017	Nov. 07, 2017	Nov. 30, 2017	Dec. 31, 2017
Initial Public Offering (Textual)
Sale of units in public offering				$ 344,996,550
Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of shares, private placement warrants			34,500,000
Sale price per unit		$ 10	$ 10
Gross proceeds from sale of units			$ 345,000,000
Sale of units in public offering, shares		30,000,000
Underwriting discount, description				The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the initial public offering, with an additional fee (the "Deferred Discount") of 3.5% of the gross offering proceeds payable upon the Company's completion of an Initial Business Combination.
Initial Public Offering [Member] | Warrants [Member]
Initial Public Offering (Textual)
Description of initial business combination				Each Unit consists of one of the Company's Class A ordinary shares, $0.0001 par value, and one-third of one warrant (each, a "Warrant" and, collectively, the "Warrants"). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Company's Initial Business Combination or 12 months from the closing of the initial public offering and will expire five years after the completion of the Company's Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days' prior written notice of redemption, if and only if the last sale price of the Company's Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders.
Over-Allotment Option [Member]
Initial Public Offering (Textual)
Sale of shares, private placement warrants	4,500,000	30,000,000
Private Placement [Member]
Initial Public Offering (Textual)
Sale price per unit		$ 1.50
Sale of units in public offering, shares		5,333,333
Private Placement [Member] | Sponsor [Member]
Initial Public Offering (Textual)
Sale of units in public offering, shares		600,000
Sale of units in public offering		$ 900,000
Private Placement [Member] | Warrants [Member] | Sponsor [Member]
Initial Public Offering (Textual)
Warrant exercise price		$ 1.50
Sale of units in public offering, shares		5,333,333
Sale of units in public offering		$ 8,000,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		Jan. 31, 2018	Nov. 09, 2017	Nov. 07, 2017	Oct. 31, 2017	Jun. 12, 2017	Nov. 02, 2017	Aug. 31, 2017	Jun. 30, 2017	Dec. 31, 2017
Related Party Transactions (Textual)
Number of shares issued to founder									14,375,000
Amounts proceeds for issuance of shares to the founder									$ 25,000
Price per share							$ 10		$ 0.002
Sale of Class B ordinary shares								5,750,000
Related party loan						$ 200,000
Advances from note						115,236
Full settlement of note						$ 115,236
Payment of offering costs by related party										$ 133,619
Agreed to pay an affiliate for office space per month										10,000
Stock option aggregate purchase amount							$ 100,000,000
Stock options shares							10,000,000
Forfeiture of shares, description								This forfeiture also adjusted the shares subject to forfeiture from 1,875,000 to 1,125,000, to the extent that the over-allotment option was is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company's issued and outstanding shares after the initial public offering.
Expenses under the administrative service agreement										$ 12,163
Private Placement [Member]
Related Party Transactions (Textual)
Private placement warrants, description			The Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per whole warrant (approximately $8,900,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the initial public offering. Each whole Private Placement Warrant is exercisable for one whole share of the Company's Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the initial public offering held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the initial public offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.	The Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per whole warrant (approximately $8,900,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the initial public offering. Each whole Private Placement Warrant is exercisable for one whole share of the Company's Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the initial public offering held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the initial public offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.
Private placement warrants			5,933,333	5,933,333
Exercise price			$ 1.50	$ 1.50
Common Class B [Member]
Related Party Transactions (Textual)
Sale of Class B ordinary shares	[1]									8,625,000
Description of initial business combination								Initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company's Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Jon Marshall [Member]
Related Party Transactions (Textual)
Sponsor transferred shares					37,500
Jon Marshall [Member] | Subsequent Event [Member]
Related Party Transactions (Textual)
Sponsor transferred shares		37,500
Marc Zenner [Member]
Related Party Transactions (Textual)
Sponsor transferred shares					37,500
Marc Zenner [Member] | Subsequent Event [Member]
Related Party Transactions (Textual)
Sponsor transferred shares		37,500
[1]	Share amounts have been retroactively restated to reflect the forfeiture of 5,750,000 shares in August 2017 (see Note 4).

Shareholders' Equity (Details)

Shareholders' Equity (Details)	7 Months Ended
	Dec. 31, 2017shares
Shareholders' Equity (Textual)
Preference shares, authorized	1,000,000
Preference shares, issued
Preference shares, outstanding
Class A ordinary shares [Member]
Shareholders' Equity (Textual)
Sale of units in public offering, shares	34,500,000
Shares of permanent equity	(32,898,039)
Ordinary shares, issued	1,601,961
Ordinary shares, outstanding	1,601,961
Ordinary shares, authorized	200,000,000
Class B ordinary shares [Member]
Shareholders' Equity (Textual)
Shares of permanent equity
Ordinary shares, issued	8,625,000
Ordinary shares, outstanding	8,625,000
Ordinary shares, authorized	20,000,000