Sentinel Energy Services (STNL) 10-K 18 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 15, 2019	Jun. 29, 2018
Entity Registrant Name	Sentinel Energy Services Inc.
Entity Central Index Key	0001709768
Trading Symbol	STNL
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Public Float			$ 339,825,000
Class A common stock
Entity Common Stock, Shares Outstanding		34,500,000
Class B common stock
Entity Common Stock, Shares Outstanding		8,625,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 145,699	$ 891,952
Prepaid expenses	92,500	183,333
Total current assets	238,199	1,075,285
Investments held in Trust Account	350,123,005	345,000,000
Total assets	350,361,204	346,075,285
Current liabilities:
Accounts payable and accrued expenses	2,811,661	19,890
Accrued income taxes	8,840
Total current liabilities	2,820,501	19,890
Deferred underwriting compensation	12,075,000	12,075,000
Total liabilities	14,895,501	12,094,890
Class A common stock subject to possible redemption (33,046,570 and 32,898,039 shares at approximately $10.00 per share as of December 31, 2018 and 2017, respectively)	330,465,700	328,980,390
Stockholders' equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	3,600,071	5,085,366
Retained earnings (accumulated deficit)	1,398,924	(86,384)
Total stockholders' equity	5,000,003	5,000,005
Total liabilities and stockholders' equity	350,361,204	346,075,285
Class A common stock
Stockholders' equity:
Common stock, value	145	160
Total stockholders' equity	145	160
Class B common stock
Stockholders' equity:
Common stock, value	863	863
Total stockholders' equity	$ 863	$ 863

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, authorized	1,000,000	1,000,000
Preferred shares, issued
Preferred shares, outstanding
Class A common stock
Common shares, subject to possible redemption	33,046,570	32,898,039
Common shares, subject to possible redemption, per share	$ 10	$ 10
Common shares, par value	$ 0.0001	$ 0.0001
Common shares, authorized	200,000,000	200,000,000
Common shares, issued	1,453,430	1,601,961
Common shares, outstanding	1,453,430	1,601,961
Class B common stock
Common shares, par value	$ 0.0001	$ 0.0001
Common shares, authorized	20,000,000	20,000,000
Common shares, issued	8,625,000	8,625,000
Common shares, outstanding	8,625,000	8,625,000

Statements of Operations

Statements of Operations - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Revenue
EXPENSES
General and administrative	86,384	3,628,857
TOTAL EXPENSES	86,384	3,628,857
OTHER INCOME
Investment income on Trust Account		5,123,005
TOTAL OTHER INCOME		5,123,005
NET INCOME (LOSS) BEFORE INCOME TAX PROVISION	(86,384)	1,494,148
Income tax provision		8,840
Net income (loss) attributable to common shares	$ (86,384)	$ 1,485,308
Class A common stock
Two Class Method:
Weighted average number of common stock outstanding - basic and diluted	33,723,214	34,500,000
Basic and diluted net income (loss) per share		$ 0.15
Class B common stock
Two Class Method:
Weighted average number of common stock outstanding - basic and diluted	8,625,000	8,625,000
Basic and diluted net income (loss) per share	$ (0.01)	$ (0.42)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Total	Class A Common Stock [Member]	Class B Common Stock [Member]	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)
Balance at Jun. 04, 2017
Balance, shares at Jun. 04, 2017
Sale of Class B common stock to Sponsor at approximately $0.003 per share	25,000		$ 863	24,137
Sale of Class B common stock to Sponsor at approximately $0.003 per share, shares			8,625,000
Sale of Units in Public Offering	345,000,000	$ 3,450		344,996,550
Sale of Units in 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	$ (3,290)		(328,977,100)
Shares subject to possible redemption, shares		(32,898,039)
Net income (loss)	(86,384)				(86,384,000)
Balance at Dec. 31, 2017	5,000,005	$ 160	$ 863	5,085,366	(86,384)
Balance, shares at Dec. 31, 2017		1,601,961	8,625,000
Shares subject to possible redemption	1,485,310
Change in common stock subject to possible redemption	(1,485,310)	$ (15)		(1,485,295)
Change in common stock subject to possible redemption, shares		(148,531)
Net income (loss)	1,485,308				1,485,308
Balance at Dec. 31, 2018	$ 5,000,003	$ 145	$ 863	$ 3,600,071	$ 1,398,924
Balance, shares at Dec. 31, 2018		1,453,430	8,625,000

Statements of Changes in Stoc_2

Statements of Changes in Stockholders' Equity (Parenthetical)	Dec. 31, 2017$ / sharesshares
Private Placement Warrants [Member]
Warrants | shares	5,933,333
Sale of shares, per share	$ 1.50
Class B common stock
Sale of shares, per share	$ 0.003

Statements of Cash Flows

Statements of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Cash Flows From Operating Activities:
Net income (loss)	$ (86,384)	$ 1,485,308
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on marketable securities held in Trust Account		(5,123,005)
Changes in operating assets and liabilities:
Prepaid expenses	(183,333)	90,833
Accounts payable and accrued expenses	19,890	2,791,771
Accrued income taxes		8,840
Net Cash Used In Operating Activities	(249,827)	(746,253)
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 common stock	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	115,326
Payment of Sponsor note	(115,326)
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Net Cash Provided By Financing Activities	346,141,779
Net increase (decrease) in cash	891,952	(746,253)
Cash at beginning of period		891,952
Cash at end of period	891,952	145,699
Supplemental disclosure of non-cash financing activities:
Change in value of common stock subject to possible redemption	328,980,390	1,485,310
Deferred underwriters' discounts and commissions	12,075,000
Payment of offering costs by related party	133,619
Payment to related parties for general and administrative expenses paid on behalf of the Company		$ 94,168

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2018
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 (date of inception). 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 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”). On December 28, 2018, the Company changed its jurisdiction of incorporation from the Cayman Islands (“Sentinel Cayman”) to the State of Delaware (“Sentinel Delaware”), as described further below (the “Domestication”) and continued to be named Sentinel Energy Services Inc. As a result of the Domestication, each of Sentinel Cayman’s issued and outstanding Class A ordinary shares (the “Class A ordinary shares”) and Class B ordinary shares (the “Class B ordinary shares”) automatically converted by operation of law into one share of Class A common stock (“Class A common stock”) and Class B common stock (“Class B common stock”), of Sentinel Delaware, respectively. Similarly, each of Sentinel Cayman’s outstanding units and warrants automatically converted by operation of law, on a one-for-one basis, into units of Sentinel Delaware and warrants to acquire the corresponding number of shares of Class A common stock, respectively. All references to “ordinary shares” in prior filings have been retroactively renamed as “common stock” in this filing. At December 31, 2018, the Company had not yet commenced operations. All activity through December 31, 2018 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and since the closing of the Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. The Company intends to finance its initial business combination with proceeds from the Public Offering (Note 3) and sale of the Private Placement Warrants (as defined in Note 3), the Company’s capital stock, debt or a combination of the foregoing. Upon the closings of the Public Offering and the sale of 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 Public Offering (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 an 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. The Company’s certificate of incorporation (the “Charter”) 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 an initial business combination; (ii) the redemption of any Class A common stock included in the Units (as defined in Note 3) sold in the Public Offering (the “Public Shares”) that have been properly tendered in connection with a stockholder vote to amend the Company’s Charter modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete an initial business combination within 24 months from the closing of the Public Offering; and (iii) the redemption of 100% of the Class A common stock included in the Units sold in the Public Offering if the Company is unable to complete an initial business combination within 24 months from the closing of the Public Offering, (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. F-7 SENTINEL ENERGY SERVICES INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2018 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial business combination. The initial business combination must occur with one or more target businesses that together have an aggregate fair 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 an initial business combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial business combination. The Company, after signing a definitive agreement for an initial business combination, will either (i) seek stockholder approval of an initial business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against an 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 an initial business combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of an initial business combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of an initial business combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its initial business combination only if a majority of the outstanding shares of common stock of the Company, voted are voted in favor of an 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 stockholder vote or there is a tender offer for shares in connection with an initial business combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of an initial business combination, including interest but less taxes payable. As a result, such shares of Class A common stock are classified as temporary equity upon the completion of the 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 Charter, if the Company is unable to complete an initial business combination within 24 months from the closing of the 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 stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor (as defined in Note 3) 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 in Note 4) held by them if the Company fails to complete an initial business combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an 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 stockholders are entitled to shares ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of common stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the shares of common stock, except that the Company will provide its stockholders 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 an initial business combination, subject to the limitations described herein. Mandatory Liquidation, Going Concern and Liquidity: The Company only has 24 months from the closing date of the Public Offering (until November 7, 2019) to complete an Initial Business Combination. If the Company does not complete an Initial Business Combination within 24 months from the closing date of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, 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 the Company’s franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed 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 Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire shares of Class A common stock in or after the 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 liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. For example, even though the Company will seek to have all third parties with which the Company does business (except our independent registered accounting firm) execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Updated (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, the Company determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of business on November 7, 2019. As of December 31, 2018, the Company does not have sufficient liquidity to meet its future obligations. As of December 31, 2018, the Company had a working deficit of approximately $2.6 million, current liabilities of $2.8 million and had cash of approximately $146,000. In addition to the Working Capital note issued on March 1, 2019 (see Note 9), the Company will need to raise additional capital through loans or additional investments from its shareholders, officers, directors, or third parties. The Sponsor will financially support the Company sufficient for the Company to satisfy its obligations as they come due until the earlier of the consummation of a Business Combination or up to the mandatory liquidation as stipulated in the Company’s Charter.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 periods. 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 a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2018 and 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Redeemable Common Stock As discussed in Note 1, all of the 34,500,000 Public Shares contain a redemption feature which allows for the redemption of such shares under the Company’s Charter. In accordance with FASB ASC Topic 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 Topic 480. Although the Company has not specified a maximum redemption threshold, its 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 at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock shall be affected by charges against additional paid in capital. At December 31, 2018 and 2017, 33,046,570 and 32,898,039, respectively, of the 34,500,000 Class A common stock were classified outside of permanent equity. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income applicable to common 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 and private placement to purchase an aggregate of 17,433,333 Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the Treasury Stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods as presented. The Company’s statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method. Net income per share of common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less applicable income tax expense, by the weighted average number of shares of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing net income, less income attributable to Class B common stock, by the weighted average number of shares Class B common stock outstanding for the periods. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2018 and 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018 and 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. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. As a result of the Domestication discussed in Note 1, the Company became subject to federal and state income tax purposes starting with the 2018 taxable year. Related Parties The Company follows Financial Accounting Standards Board (FASB) subtopic Accounting Standards Codification (ASC) 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, the Company’s related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 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 In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “ Disclosure Update and Simplification” The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2018
Public Offering [Abstract]
Public Offering	3. Public Offering In November 2017, the Company closed its Public Offering of 34,500,000 units at a price of $10.00 per unit (the “Units”), 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 common stock, $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 share of Class A common stock 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 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 common stock 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 Public Offering on November 7, 2017, Sentinel Management Holdings, LLC (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 (the “Private Placement Warrants”). 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 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	12 Months Ended
	Dec. 31, 2018
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 shares of Class B common stock (the “Founder Shares”) for $25,000, or $0.002 per share. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Sponsor is a portfolio company of CSL Capital Management, L.P., an energy services-focused private equity fund. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock 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 common stock for no consideration, resulting in the Sponsor holding an aggregate of 8,625,000 Class B common stock. 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 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 Public Offering. As described above, the underwriters exercised their overallotment option in connection with the Public Offering in full, and therefore none of the Founder Shares were forfeited. The Company’s initial stockholders 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 an initial business combination or (B) subsequent to an initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for 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 an 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 stockholders having the right to exchange their common stock 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 an initial business combination. In October 2017 and April 2018, the Sponsor transferred 37,500 founder shares to Marc Zenner and Jon A. Marshall, respectively, both of whom are independent directors of the Company, at the original purchase price. Private Placement Warrants Upon the closing of the 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 Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock 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 Public Offering held in the Trust Account. The remaining portion of the purchase price was held outside the Trust Account for transaction and working capital expenses. If an initial business combination is not completed within 24 months from the closing of the 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 common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the 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. Advances from Related Parties During the year ended December 31, 2018, the Sponsor or an affiliate of the Sponsor paid certain administrative expenses on behalf of the Company in the amount of $94,168. These advances were due on demand and were non-interest bearing. 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. The outstanding balance on the advances were repaid in full as of December 31, 2018 and 2017, respectively. 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 paid $17,447 and $12,163 for such expenses under the administrative service agreement for the year ended December 31, 2018 and 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 common stock (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 common stock 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 is referred 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.

Entry into a Material Definitiv

Entry into a Material Definitive Agreement	12 Months Ended
	Dec. 31, 2018
Entry into a Material Definitive Agreement [Abstract]
Entry into a Material Definitive Agreement	5. Entry into a Material Definitive Agreement On October 18, 2018, the Company entered into a transaction agreement and plan of merger (the “Transaction Agreement”) with Strike Capital, LLC (“Strike”), OEP Secondary Fund (Strike), LLC, One Equity Partners Secondary Fund, L.P., the other equity holders of Strike party thereto, OEP-Strike Seller Representative, LLC and SES Blocker Merger Sub, LLC, relating to the proposed acquisition by the Company of a majority of the equity interests of Strike. For more information, please see the Company’s definitive proxy statement filed with the SEC on January 18, 2019. On February 12, 2019, the Company and Strike entered into a termination agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Transaction Agreement. The termination of the Transaction Agreement was effective as of February 12, 2019. As a result of the termination of the Transaction Agreement, each of (i) the purchase and contribution agreement, dated as of October 18, 2018 (the “Contribution Agreement”), by and among the Company, Strike, LLC, a wholly owned subsidiary of Strike, CSL Energy Holdings III Corp, LLC and Invacor Pipeline and Process Solutions, LLC, (ii) the subscription agreements, dated as of October 18, 2018, between the Company and each of CSL Capital Management, L.P. and certain funds and accounts managed by Fidelity Management & Research Company, and (iii) the Voting and Support Agreement, dated as of October 18, 2018, by and among the Company, the Sponsor and certain shareholders of the Company party thereto, which the Company entered into in connection with the proposed acquisition, was automatically terminated in accordance with its terms. Pursuant to the Termination Agreement, all costs and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of the Transaction Agreement, the Contribution Agreement or the Termination Agreement and the transactions contemplated thereby (the “Expenses”) are to be paid by the party incurring such Expenses. For more information, please see the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2019 related to the termination of the business combination.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2018
Stockholders' Equity [Abstract]
Shareholders' Equity	6. Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock. 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 common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on an initial business combination to the extent the Company seeks stockholder approval in connection with an initial business combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2018 and 2017, there were 34,500,000 shares of Class A issued and outstanding, of which 33,046,570 and 32,898,039, respectively, were classified outside of permanent equity, and 8,625,000 shares of Class B common stock issued and outstanding. Preferred Shares The Company is authorized to issue 1,000,000 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, 2018 and 2017, there were no preferred shares issued or outstanding.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2018
Fair Value Measurements [Abstract]
Fair Value Measurements	7. Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2018 and 2017 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Description Fair Value Quoted Significant Significant Investments held in Trust Account December 31, 2018 $ 350,123,005 $ 350,123,005 $ — $ — As of December 31, 2017, the Company held $345,000,000 of cash in the Trust Account.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Taxes [Abstract]
Income Taxes	8. Income Taxes The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 16,916 Total deferred tax assets Valuation allowance (16,916 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Year Ended Federal Current $ 8,840 Deferred (16,916 ) State Current — Deferred — Change in valuation allowance 16,916 Income tax provision $ 8,840 As of December 31, 2018, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2018, the change in the valuation allowance was $16,916. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 is as follows: Year Ended Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 6.19 Other (1.09 ) Change in valuation allowance 40.19 Income tax provision 14.09 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	9. Subsequent Events Termination Agreement As discussed in Note 5 above, on October 18, 2018, the Company entered into a transaction agreement and plan of merger with Strike relating to the proposed acquisition by the Company of a majority of the equity interests of Strike. On February 12, 2019, the Company and Strike entered into a termination agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Transaction Agreement. The termination of the Transaction Agreement was effective as of February 12, 2019. As a result of the termination of the Transaction Agreement, each of (i) the Contribution Agreement, (ii) the Subscription Agreements and (iii) the Voting and Support Agreement, dated as of October 18, 2018, by and among the Company, the Sponsor and certain shareholders of the Company party thereto, was automatically terminated in accordance with its terms. Pursuant to the Termination Agreement, all costs and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of the Transaction Agreement, the Contribution Agreement or the Termination Agreement and the transactions contemplated thereby (the “Expenses”) are to be paid by the party incurring such Expenses. Convertible Promissory Note On March 1, 2019, the Company issued a convertible promissory note in the amount of up to $1,500,000 with the Sponsor to fund the Company’s ongoing expenses. The convertible promissory note does not bear interest and all unpaid principal will be due and payable in full on the earlier of November 7, 2019 and the consummation of an initial business combination by the Company. The Sponsor will have the option to convert any amounts outstanding under the convertible promissory note into warrants of the post-business combination entity to purchase shares, at a conversion price of $1.50 per warrant. As of the date of this filing, the Company has drawn $1,000,000 on the convertible promissory note.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 periods. 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 a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2018 and 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 1, all of the 34,500,000 Public Shares contain a redemption feature which allows for the redemption of such shares under the Company’s Charter. In accordance with FASB ASC Topic 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 Topic 480. Although the Company has not specified a maximum redemption threshold, its 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 at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock shall be affected by charges against additional paid in capital. At December 31, 2018 and 2017, 33,046,570 and 32,898,039, respectively, of the 34,500,000 Class A common stock were classified outside of permanent equity.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income applicable to common 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 and private placement to purchase an aggregate of 17,433,333 Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the Treasury Stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods as presented. The Company’s statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method. Net income per share of common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less applicable income tax expense, by the weighted average number of shares of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing net income, less income attributable to Class B common stock, by the weighted average number of shares Class B common stock outstanding for the periods.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2018 and 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018 and 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. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. As a result of the Domestication discussed in Note 1, the Company became subject to federal and state income tax purposes starting with the 2018 taxable year.
Related Parties	Related Parties The Company follows Financial Accounting Standards Board (FASB) subtopic Accounting Standards Codification (ASC) 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, the Company’s related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
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 In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “ Disclosure Update and Simplification” The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2018
Fair Value Measurements [Abstract]
Schedule of information about company's assets that are measured on a recurring basis	Description Fair Value Quoted Significant Significant Investments held in Trust Account December 31, 2018 $ 350,123,005 $ 350,123,005 $ — $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Taxes [Abstract]
Schedule of company’s net deferred tax assets	December 31, Deferred tax asset Organizational costs/Startup expenses $ 16,916 Total deferred tax assets Valuation allowance (16,916 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision consists	Year Ended Federal Current $ 8,840 Deferred (16,916 ) State Current — Deferred — Change in valuation allowance 16,916 Income tax provision $ 8,840
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate	Year Ended Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 6.19 Other (1.09 ) Change in valuation allowance 40.19 Income tax provision 14.09 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 04, 2017
Description of Organization and Business Operations (Textual)
Cash deposited in trust account	$ 345,000,000
Funds held in the trust account, description		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 an initial business combination; (ii) the redemption of any Class A common stock included in the Units (as defined in Note 3) sold in the Public Offering (the "Public Shares") that have been properly tendered in connection with a stockholder vote to amend the Company's articles of incorporation modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete an initial business combination within 24 months from the closing of the Public Offering; and (iii) the redemption of 100% of the Class A common stock included in the Units sold in the Public Offering if the Company is unable to complete an initial business combination within 24 months from the closing of the Public Offering, (subject to the requirements of law).
Description of net tangible assets requirements		The Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
Minimum percentage of aggregate fair value of assets held in Trust Account		80.00%
Initial business combination, description		The initial business combination must occur with one or more target businesses that together have an aggregate fair 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 an initial business combination.
Dissolution expenses		$ 100,000
Current liabilities	19,890	2,820,501
Cash	$ 891,952	145,699
Working deficit		$ 2,600,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Summary of Significant Accounting Policies (Textual)
Federal depository insurance coverage		$ 250,000
Offering cost	$ (19,858,221)
Redeem public shares in net tangible assets		$ 5,000,001
Class A common stock
Summary of Significant Accounting Policies (Textual)
Sale of public offering, shares	34,500,000
Aggregate shares purchased		17,433,333
Common shares, subject to possible redemption	32,898,039	33,046,570
Classified outside of permanent equity	34,500,000	34,500,000

Public Offering (Details)

Public Offering (Details) - USD ($)	Nov. 09, 2017	Nov. 07, 2017	Nov. 30, 2017	Dec. 31, 2018
Warrants [Member]
Initial Public Offering (Textual)
Description of initial business combination				Each Unit consists of one of the Company's Class A common stock, $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 share of Class A common stock 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 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 common stock 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.
Public Offering [Member]
Initial Public Offering (Textual)
Sale price per unit			$ 10
Gross proceeds from sale of units			$ 345,000,000
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 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.
Sale of shares, private placement warrants			34,500,000
Over-Allotment Option [Member]
Initial Public Offering (Textual)
Sale of shares, private placement warrants	4,500,000	30,000,000
Private Placement Warrants [Member] | Sponsor [Member]
Initial Public Offering (Textual)
Sale of public offering, shares		600,000
Sale of units in public offering		$ 900,000
Private Placement Warrants [Member] | Warrants [Member] | Sponsor [Member]
Initial Public Offering (Textual)
Warrant exercise price		$ 1.50
Sale of public offering, shares		5,333,333
Sale of units in public offering		$ 8,000,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Apr. 30, 2018	Nov. 09, 2017	Nov. 07, 2017	Nov. 02, 2017	Oct. 31, 2017	Aug. 31, 2017	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2018
Related Party Transactions (Textual)
Price per share				$ 10
Agreed to pay an affiliate for office space per month									$ 10,000
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 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 Public Offering.
Expenses paid under the administrative service agreement								$ 12,163	17,447
Administrative expenses on behalf of the company								133,619
Related party paid expenses and offering costs								133,619
Stock option aggregate purchase amount				$ 100,000,000
Stock options shares				10,000,000
Payment to Sponsor for administrative expenses									$ 94,168
Private Placement Warrants [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 Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of the Company's Class A common stock 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 Public Offering held in the Trust Account. The remaining portion of the purchase price was held outside the Trust Account for transaction and working capital expenses. If an initial business combination is not completed within 24 months from the closing of the 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 Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of the Company's Class A common stock 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 Public Offering held in the Trust Account. The remaining portion of the purchase price was held outside the Trust Account for transaction and working capital expenses. If an initial business combination is not completed within 24 months from the closing of the 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
Class B Common Stock [Member]
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							$ 0.002
Sale of Class B ordinary shares								8,625,000
Description of initial business combination						Initial stockholders 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 an initial business combination or (B) subsequent to an initial business combination, (x) if the last sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for 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 an 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 stockholders having the right to exchange their common stock for cash, securities or other property.
Surrendered common shares						5,750,000
Jon A. Marshall [Member]
Related Party Transactions (Textual)
Sponsor transferred shares	37,500				37,500
Marc Zenner [Member]
Related Party Transactions (Textual)
Sponsor transferred shares	37,500				37,500

Stockholders' Equity (Details)

Stockholders' Equity (Details) - shares	Dec. 31, 2018	Dec. 31, 2017
Stockholders' Equity (Textual)
Preferred shares authorized	1,000,000	1,000,000
Preferred shares, issued
Preferred shares, outstanding
Class A Common Stock [Member]
Stockholders' Equity (Textual)
Common shares, authorized	200,000,000	200,000,000
Common shares, issued	1,453,430	1,601,961
Common shares, outstanding	1,453,430	1,601,961
Common shares, subject to possible redemption	33,046,570	32,898,039
Classified outside of permanent equity	34,500,000	34,500,000
Class B Common Stock [Member]
Stockholders' Equity (Textual)
Common shares, authorized	20,000,000	20,000,000
Common shares, issued	8,625,000	8,625,000
Common shares, outstanding	8,625,000	8,625,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 350,123,005	$ 345,000,000
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	350,123,005
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account

Fair Value Measurements (Deta_2

Fair Value Measurements (Details Textual) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Fair Value Measurements [Abstract]
Cash held in trust account	$ 350,123,005	$ 345,000,000

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2018USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 16,916
Total deferred tax assets
Valuation allowance	(16,916)
Deferred tax asset, net of allowance

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2018USD ($)
Federal
Current	$ 8,840
Deferred	(16,916)
State
Current
Deferred
Change in valuation allowance	16,916
Income tax provision	$ 8,840

Income Taxes (Details 2)

Income Taxes (Details 2)	12 Months Ended
	Dec. 31, 2018
Income Taxes [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	6.19%
Other	(1.09%)
Change in valuation allowance	40.19%
Income tax provision	14.09%

Income Taxes (Details 3)

Income Taxes (Details 3)	12 Months Ended
	Dec. 31, 2018USD ($)
Income Taxes (Textual)
Change in valuation allowance	$ 16,916

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Events [Member]	Mar. 01, 2019USD ($)$ / shares
Subsequent Events (Textual)
Amount of convertible promissory note	$ 1,500,000
Warrant conversion price per shares | $ / shares	$ 1.50
Convertible promissory note	$ 1,000,000