Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 08, 2019 | |
Entity Registrant Name | Sentinel Energy Services Inc. | |
Entity Central Index Key | 0001709768 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity File Number | 001-38271 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 613,885 | $ 145,699 |
Prepaid expenses | 75,000 | 92,500 |
Total current assets | 688,885 | 238,199 |
Investments held in Trust Account | 354,471,990 | 350,123,005 |
Total assets | 355,160,875 | 350,361,204 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,008,832 | 2,811,661 |
Accrued income and franchise taxes | 106,872 | 8,840 |
Convertible promissory note payable - Sponsor | 999,640 | |
Total current liabilities | 7,115,344 | 2,820,501 |
Deferred underwriting compensation | 12,075,000 | 12,075,000 |
Total liabilities | 19,190,344 | 14,895,501 |
Class A common stock subject to possible redemption (33,097,053 and 33,046,570 shares at approximately $10.00 per share as of June 30, 2019 and December 31, 2018, respectively) | 330,970,530 | 330,465,700 |
Stockholders' equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 3,095,246 | 3,600,071 |
Retained earnings | 1,903,752 | 1,398,924 |
Total stockholders' equity | 5,000,001 | 5,000,003 |
Total liabilities and stockholders' equity | 355,160,875 | 350,361,204 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock, value | 140 | 145 |
Total stockholders' equity | 140 | 145 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock, value | 863 | 863 |
Total stockholders' equity | $ 863 | $ 863 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 33,097,053 | 33,046,570 |
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 | 1,402,947 | 1,453,430 |
Common shares, outstanding | 1,402,947 | 1,453,430 |
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 |
Condensed Interim Statements of
Condensed Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUE | ||||
EXPENSES | ||||
General and administrative | 3,158,425 | 107,580 | 4,013,866 | 314,874 |
TOTAL EXPENSES | 3,158,425 | 107,580 | 4,013,866 | 314,874 |
OTHER INCOME | ||||
Investment income from Trust Account | 2,624,311 | 1,348,288 | 4,518,694 | 2,394,593 |
TOTAL OTHER INCOME | 2,624,311 | 1,348,288 | 4,518,694 | 2,394,593 |
INCOME (LOSS) BEFORE INCOME TAX PROVISION | (534,113) | 1,240,708 | 504,828 | 2,079,719 |
Income tax provision | ||||
Net income (loss) attributable to common shares | $ (534,113) | $ 1,240,708 | $ 504,828 | $ 2,079,719 |
Class A common stock | ||||
Two Class Method: | ||||
Weighted average number of common stock outstanding - basic and diluted | 34,500,000 | 34,500,000 | 34,500,000 | 34,500,000 |
Basic and diluted net income (loss) per share | $ 0.08 | $ 0.04 | $ 0.13 | $ 0.07 |
Class B common stock | ||||
Two Class Method: | ||||
Weighted average number of common stock outstanding - basic and diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Basic and diluted net income (loss) per share | $ (0.37) | $ (0.01) | $ (0.47) | $ (0.04) |
Condensed Interim Statements _2
Condensed Interim Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2017 | $ 160 | $ 863 | $ 5,085,366 | $ (86,384) | $ 5,000,005 |
Balance, shares at Dec. 31, 2017 | 1,601,961 | 8,625,000 | |||
Class A common stock subject to possible redemption | $ (21) | (2,079,699) | (2,079,720) | ||
Class A common stock subject to possible redemption, shares | (207,972) | ||||
Net income (loss) | 2,079,719 | 2,079,719 | |||
Balance at Jun. 30, 2018 | $ 139 | $ 863 | 3,005,667 | 1,993,335 | 5,000,004 |
Balance, shares at Jun. 30, 2018 | 1,393,989 | 8,625,000 | |||
Balance at Mar. 31, 2018 | $ 152 | $ 863 | 4,246,364 | 752,627 | 5,000,006 |
Balance, shares at Mar. 31, 2018 | 1,518,060 | 8,625,000 | |||
Class A common stock subject to possible redemption | $ (13) | (1,240,697) | (1,240,710) | ||
Class A common stock subject to possible redemption, shares | (124,071) | ||||
Net income (loss) | 1,240,708 | 1,240,708 | |||
Balance at Jun. 30, 2018 | $ 139 | $ 863 | 3,005,667 | 1,993,335 | 5,000,004 |
Balance, shares at Jun. 30, 2018 | 1,393,989 | 8,625,000 | |||
Balance at Dec. 31, 2018 | $ 145 | $ 863 | 3,600,071 | 1,398,924 | 5,000,003 |
Balance, shares at Dec. 31, 2018 | 1,453,430 | 8,625,000 | |||
Class A common stock subject to possible redemption | $ (5) | (504,825) | (504,830) | ||
Class A common stock subject to possible redemption, shares | (50,483) | ||||
Net income (loss) | 504,828 | 504,828 | |||
Balance at Jun. 30, 2019 | $ 140 | $ 863 | 3,095,246 | 1,903,752 | 5,000,001 |
Balance, shares at Jun. 30, 2019 | 1,402,947 | 8,625,000 | |||
Balance at Mar. 31, 2019 | $ 135 | $ 863 | 2,561,141 | 2,437,865 | 5,000,004 |
Balance, shares at Mar. 31, 2019 | 1,349,536 | 8,625,000 | |||
Class A common stock subject to possible redemption | $ 5 | 534,105 | 534,110 | ||
Class A common stock subject to possible redemption, shares | 53,411 | ||||
Net income (loss) | (534,113) | (534,113) | |||
Balance at Jun. 30, 2019 | $ 140 | $ 863 | $ 3,095,246 | $ 1,903,752 | $ 5,000,001 |
Balance, shares at Jun. 30, 2019 | 1,402,947 | 8,625,000 |
Condensed Interim Statements _3
Condensed Interim Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows From Operating Activities: | ||
Net income | $ 504,828 | $ 2,079,719 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Investment income earned on marketable securities held in Trust Account | (4,518,694) | (2,394,593) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 17,500 | 9,376 |
Accounts payable and accrued expenses | 3,197,171 | 12,497 |
Accrued income and franchise taxes | 98,032 | |
Net Cash Used In Operating Activities | (701,163) | (293,001) |
Cash Flows From Investing Activities: | ||
Investment income released from Trust Account | 169,709 | |
Net Cash Provided By Investing Activities | 169,709 | |
Cash Flows From Financing Activities: | ||
Proceeds from convertible promissory note payable - Sponsor | 999,640 | |
Net Cash Provided By Financing Activities | 999,640 | |
Net increase (decrease) in cash and cash equivalents | 468,186 | (293,001) |
Cash and cash equivalents at beginning of period | 145,699 | 891,952 |
Cash and cash equivalents at end of period | 613,885 | 598,951 |
Supplemental disclosure of non-cash financing activities: | ||
Change in value of common stock subject to possible redemption | $ 504,830 | $ 2,079,720 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [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. Accordingly, all references to the Company's capital stock both before and after the Domestication are referred to as shares of "common stock" in this Quarterly Report on Form 10-Q. At June 30, 2019, the Company had not yet commenced operations. All activity through June 30, 2019 relates to the Company's formation and initial public offering (the "Public Offering") described below, and since the closing of the Public Offering, a search for a business combination candidate, including activities in connection with the announced and subsequently terminated proposed business combination with Strike Capital, LLC ("Strike") (as described in Note 5). 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 are 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. In accordance with the terms of the Investment Management Trust Agreement entered into by the Company in connection with the Public Offering, 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 shares of 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 certificate of incorporation (the "Charter") to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete an initial business combination by November 7, 2019, unless extended by the Company's public stockholders; 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 by November 7, 2019, unless extended by the Company's public stockholders (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. 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 The Nasdaq Stock Market ("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 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 share 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 has 24 months from the closing date of the Public Offering, or until November 7, 2019, to complete an initial business combination, unless extended by the Company's public stockholders. If the Company does not complete an initial business combination by November 7, 2019, unless extended by the Company's public stockholders, 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 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 letter agreements 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 by November 7, 2019, unless extended by the Company's public stockholders. 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 FASB's Accounting Standards Updated ("ASU") 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," As of June 30, 2019, the Company did not have sufficient liquidity to meet its future obligations. As of June 30, 2019, the Company had a working capital deficit of approximately $6.4 million, current liabilities of $7.1 million and had cash of approximately $614,000. In addition to the convertible promissory note payable issued on March 1, 2019 (see Note 4), the Company will need to raise additional capital through loans or additional investments from its stockholders, 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 an initial business combination or up to the mandatory liquidation as stipulated in the Company's Charter. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim 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") and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2019 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018 filed by the Company with the SEC on March 18, 2019. 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 June 30, 2019 and December 31, 2018, 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 Charter 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 shares of Class A common stock shall be affected by charges against additional paid in capital. At June 30, 2019 and December 31, 2018, 33,097,053 and 33,046,570, respectively, of the 34,500,000 shares of 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 (loss) applicable to the shares of common stock by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 17,433,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the Treasury Stock method. As a result, diluted net income (loss) 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 condensed interim 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 shares of 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 shares of Class B common stock is calculated by dividing net income (loss), less income attributable to the shares of Class B common stock, by the weighted average number of shares of 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 Topic 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 June 30, 2019 and December 31, 2018. 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 June 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 that took place on December 28, 2018 (as discussed in Note 1), the Company became subject to federal and state income tax purposes starting with the 2018 taxable year. In connection with the Domestication and the termination of the proposed business combination with Strike (as discussed in Note 5), the Company may utilize certain previously recorded start-up costs as a deduction to their taxable income. The Company's current taxable income consists of interest income on the trust account net of franchise taxes. The Company's costs are generally considered start-up costs and are not currently deductible. During the three and six months ended June 30, 2019, the Company did not record income tax expense due to the fact that interest income earned on the Trust Account, net of income taxes paid, was fully offset by expenses of approximately $6.9 million related to the terminated business combination with Strike (as discussed in Note 5) and other tax deductible expenses in conjunction with the Company's search for another business combination candidate. Related Parties The Company follows FASB 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 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 share of 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 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 shares of Class A common stock included in the Units sold in the Public Offering except that (1) holders of the Founder Shares have the right to vote on the election of directors prior to an initial business combination, (2) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (3) holders of the Founder Shares entered into letter agreements with the Company pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of an initial business combination, (4) the Founder Shares are shares of Class B common stock that will automatically convert into shares of Class A common stock at the time of an initial business combination and (5) the Founder Shares are subject to registration rights, as described below. In August 2017, the Sponsor surrendered 5,750,000 shares of its Class B common stock for no consideration, resulting in the Sponsor holding an aggregate of 8,625,000 shares of 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 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. 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 to purchase one share of 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 by November 7, 2019, unless extended by the Company's public stockholders, 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. The Sponsor and the Company's officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Warrants until 30 days after the completion of an initial business combination. 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 three and six months ended June 30, 2019, the Sponsor or an affiliate of the Sponsor incurred certain administrative expenses on behalf of the Company in the amount of $21,971 and $28,598, respectively. During the three and six months ended June 30, 2018, the Sponsor or an affiliate of the Sponsor incurred certain administrative expenses on behalf of the Company in the amount of $19,166 and $77,012, respectively. These advances were due on demand and were non-interest bearing. The outstanding balance on the advances was repaid in full during the periods then ended. 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 incurred $8,825 and $10,450 for such expenses under the administrative service agreement for the three and six months ended June 30, 2019, respectively. The Company incurred $4,050 and $12,363 for such expenses under the administrative service agreement for the three and six months ended June 30, 2018, respectively. 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 share of Class A common stock (the "Co-Investment Shares") and one-third of one warrant to purchase one share of 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 shares of Class A common stock included in the Units, 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. The Option Holders will have the right to transfer a portion of their option to purchase the Co-Investment Securities to third parties, subject to compliance with applicable securities laws. The Option Agreement also provides that the Option Holders and any permitted transferees will be entitled to certain registration rights with respect to their Co-Investment Securities, including the shares of Class A common stock underlying their Co-Investment Warrants. Convertible Promissory Note Payable 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 June 30, 2019, the outstanding balance on convertible promissory note was $999,640. |
Termination of Proposed Busines
Termination of Proposed Business Combination | 6 Months Ended |
Jun. 30, 2019 | |
Termination of Proposed Business Combination [Abstract] | |
Termination of Proposed Business Combination | 5. Termination of Proposed Business Combination On October 18, 2018, the Company entered into a transaction agreement and plan of merger (the "Transaction Agreement") with Strike, OEP Secondary Fund (Strike), LLC, One Equity Partners Secondary Fund, L.P., the other equityholders 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 on the proposed transaction, please see the Definitive Proxy Statement filed by the Company 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, 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 stockholders 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 are to be paid by the party incurring such expenses. The Company incurred approximately $4.2 million of costs related to the proposed business combination. For more information, please see the Current Report on Form 8-K filed by the Company with the SEC on February 13, 2019 relating to the termination of the proposed business combination. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' 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 shares 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 held by them. At June 30, 2019 and December 31, 2018, there were 34,500,000 shares of Class A issued and outstanding, of which 33,097,053 and 33,046,570, respectively, were classified outside of permanent equity, and 8,625,000 shares of Class B common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock 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 June 30, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [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 June 30, 2019 and December 31, 2018 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 June 30, 2019 $ 354,471,990 $ 354,471,990 $ — $ — December 31, 2018 $ 350,123,005 $ 350,123,005 $ — $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim 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") and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2019 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018 filed by the Company with the SEC on March 18, 2019. |
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 June 30, 2019 and December 31, 2018, 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 Charter 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 shares of Class A common stock shall be affected by charges against additional paid in capital. At June 30, 2019 and December 31, 2018, 33,097,053 and 33,046,570, respectively, of the 34,500,000 shares of Class A common stock were classified outside of permanent equity. |
Net Income (Loss) Per Share of Common Stock | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, " Income Taxes FASB Topic 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 June 30, 2019 and December 31, 2018. 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 June 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 that took place on December 28, 2018 (as discussed in Note 1), the Company became subject to federal and state income tax purposes starting with the 2018 taxable year. In connection with the Domestication and the termination of the proposed business combination with Strike (as discussed in Note 5), the Company may utilize certain previously recorded start-up costs as a deduction to their taxable income. The Company's current taxable income consists of interest income on the trust account net of franchise taxes. The Company's costs are generally considered start-up costs and are not currently deductible. During the three and six months ended June 30, 2019, the Company did not record income tax expense due to the fact that interest income earned on the Trust Account, net of income taxes paid, was fully offset by expenses of approximately $6.9 million related to the terminated business combination with Strike (as discussed in Note 5) and other tax deductible expenses in conjunction with the Company's search for another business combination candidate. |
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 Topic 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 June 30, 2019 and December 31, 2018. 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 June 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 that took place on December 28, 2018 (as discussed in Note 1), the Company became subject to federal and state income tax purposes starting with the 2018 taxable year. In connection with the Domestication and the termination of the proposed business combination with Strike (as discussed in Note 5), the Company may utilize certain previously recorded start-up costs as a deduction to their taxable income. The Company's current taxable income consists of interest income on the trust account net of franchise taxes. The Company's costs are generally considered start-up costs and are not currently deductible. During the three and six months ended June 30, 2019, the Company did not record income tax expense due to the fact that interest income earned on the Trust Account, net of income taxes paid, was fully offset by expenses of approximately $6.9 million related to the terminated business combination with Strike (as discussed in Note 5) and other tax deductible expenses in conjunction with the Company's search for a business combination candidate. |
Related Parties | Related Parties The Company follows FASB 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 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) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [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 June 30, 2019 $ 354,471,990 $ 354,471,990 $ — $ — December 31, 2018 $ 350,123,005 $ 350,123,005 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 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 shares of 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 certificate of incorporation (the "Charter") to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete an initial business combination by November 7, 2019, unless extended by the Company's public stockholders; 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 by November 7, 2019, unless extended by the Company's public stockholders (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. Furthermore, there is no assurance that the Company will be able to successfully effect an initial business combination. | |||
Dissolution expenses | $ 100,000 | |||
Current liabilities | 7,115,344 | $ 2,820,501 | ||
Cash | 613,885 | $ 145,699 | $ 598,951 | $ 891,952 |
Working deficit | $ 6,400,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | ||
Federal depository insurance coverage | $ 250,000 | |
Redeem public shares in net tangible assets | 5,000,001 | |
Proposed business combination cost | $ 6,900,000 | |
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 | 33,097,053 | 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 | Jun. 30, 2019 |
Public Offering [Member] | ||||
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] | ||||
Public Offering (Textual) | ||||
Sale of shares, private placement warrants | 4,500,000 | 30,000,000 | ||
Warrants [Member] | ||||
Public Offering (Textual) | ||||
Description of initial business combination | Each Unit consists of one share of 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 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. | |||
Sponsor [Member] | Private Placement Warrants [Member] | ||||
Public Offering (Textual) | ||||
Sale of public offering, shares | 600,000 | |||
Sale of units in public offering | $ 900,000 | |||
Sponsor [Member] | Warrants [Member] | Private Placement Warrants [Member] | ||||
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 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 01, 2019 |
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 | $ 8,825 | $ 4,050 | 10,450 | $ 12,363 | ||||||||
Stock option aggregate purchase amount | $ 100,000,000 | |||||||||||
Stock options shares | 10,000,000 | |||||||||||
Class B common stock | ||||||||||||
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 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 | ||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Payment to Sponsor for administrative expenses | $ 21,971 | $ 19,166 | $ 28,598 | $ 77,012 | ||||||||
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 to purchase one share of 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 by November 7, 2019, unless extended by the Company's public stockholders, 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. | 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 to purchase one share of 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 by November 7, 2019, unless extended by the Company's public stockholders, 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. | ||||||||||
Private placement warrants | 5,933,333 | 5,933,333 | ||||||||||
Exercise price | $ 1.50 | $ 1.50 | ||||||||||
Convertible Promissory Note Payable [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Convertible promissory note amount | $ 1,500,000 | |||||||||||
Convertible promissory note warrants price per share | $ 1.50 | $ 1.50 | ||||||||||
Convertible promissory note outstanding amount | $ 999,640 | $ 999,640 |
Termination of Proposed Busin_2
Termination of Proposed Business Combination (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Termination of Proposed Business Combination (Textual) | |
Costs related to proposed business combination | $ 4,200,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | Jun. 30, 2019 | Dec. 31, 2018 |
Stockholders' Equity (Textual) | ||
Preferred shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Class A common stock | ||
Stockholders' Equity (Textual) | ||
Common shares, authorized | 200,000,000 | 200,000,000 |
Common shares, issued | 1,402,947 | 1,453,430 |
Common shares, outstanding | 1,402,947 | 1,453,430 |
Classified outside of permanent equity | 34,500,000 | 34,500,000 |
Common shares, subject to possible redemption | 33,097,053 | 33,046,570 |
Class B common stock | ||
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 ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 354,471,990 | $ 350,123,005 |
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 | 354,471,990 | 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 |