Document And Entity Information
| Document And Entity Information - USD ($) | 12 Months Ended | ||
| Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
| Document Information Line Items | |||
| Entity Registrant Name | SENTINEL ENERGY SERVICES INC. | ||
| Document Type | 10-K | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity Public Float | $ 562,500 | ||
| Amendment Flag | false | ||
| Entity Central Index Key | 0001709768 | ||
| Entity Current Reporting Status | Yes | ||
| Entity Voluntary Filers | No | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Entity Well-known Seasoned Issuer | No | ||
| Document Period End Date | Dec. 31, 2020 | ||
| Document Fiscal Year Focus | 2020 | ||
| Document Fiscal Period Focus | FY | ||
| Entity Small Business | true | ||
| Entity Emerging Growth Company | true | ||
| Entity Shell Company | true | ||
| Entity Ex Transition Period | false | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Entity File Number | 001-38271 | ||
| Entity Incorporation, State or Country Code | DE | ||
| Entity Tax Identification Number | 98-1370747 | ||
| Entity Address, Address Line One | 700 Louisiana Street | ||
| Entity Address, Address Line Two | Suite 2700 | ||
| Entity Address, City or Town | Houston | ||
| Entity Address, State or Province | TX | ||
| Entity Address, Postal Zip Code | 77002 | ||
| City Area Code | (281) | ||
| Local Phone Number | 407-0686 | ||
| Entity Interactive Data Current | Yes | ||
| Class A Common Stock | |||
| Document Information Line Items | |||
| Entity Common Stock, Shares Outstanding | 550,911 | ||
| Class B Common Stock | |||
| Document Information Line Items | |||
| Entity Common Stock, Shares Outstanding | 862,500 |
Balance Sheets
| Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
| Current assets: | ||
| Cash | $ 77,792 | $ 161,286 |
| Cash segregated for final distribution to Class A Stockholders (See Note 1) | 1,252,386 | |
| Prepaid expenses | 56,424 | 37,397 |
| Total assets | 134,216 | 1,451,069 |
| Current liabilities: | ||
| Accounts payable and accrued expenses | 329,291 | 2,221,167 |
| Accrued income and franchise taxes | 8,450 | 262,413 |
| Distribution to Class A Stockholders (See Note 1) | 1,252,386 | |
| Promissory note payable – Sponsor | 999,640 | |
| Advances from Sponsor | 2,379,643 | |
| Total liabilities | 337,741 | 7,115,249 |
| Stockholders’ Deficit: | ||
| Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
| Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 550,911 and 0 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 55 | |
| Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 862,500 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 86 | 86 |
| Additional paid-in capital | 5,609,400 | |
| Accumulated deficit | (5,813,066) | (5,664,266) |
| Total stockholders’ deficit | (203,525) | (5,664,180) |
| Total liabilities and stockholders’ deficit | $ 134,216 | $ 1,451,069 |
Balance Sheets (Parentheticals)
| Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
| Preferred shares, par value (in Dollars per share) | $ 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, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Common shares, authorized | 200,000,000 | 200,000,000 |
| Common shares, issued | 550,911 | 0 |
| Common shares, outstanding | 550,911 | 0 |
| Class B Common Stock | ||
| Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Common shares, authorized | 20,000,000 | 20,000,000 |
| Common shares, issued | 862,500 | 862,500 |
| Common shares, outstanding | 862,500 | 862,500 |
Statements of Operations
| Statements of Operations - USD ($) | 12 Months Ended | |||
| Dec. 31, 2020 | Dec. 31, 2019 | |||
| REVENUE | ||||
| EXPENSES | ||||
| General and administrative | 148,800 | 2,866,675 | [1] | |
| TOTAL EXPENSES | 148,800 | 2,866,675 | ||
| OTHER INCOME | ||||
| Investment income from Trust Account | 6,890,275 | |||
| TOTAL OTHER INCOME | 6,890,275 | |||
| (LOSS) INCOME BEFORE INCOME TAX PROVISION | (148,800) | 4,023,600 | ||
| Income tax provision | 258,923 | |||
| Net (loss) income attributable to common stock | $ (148,800) | $ 3,764,677 | ||
| Weighted average number of common stock outstanding, basic and diluted (in Shares) | [2] | 1,264,638 | ||
| Basic and diluted net income (loss) per common stock (in Dollars per share) | $ (0.12) | |||
| Class A Common Stock | ||||
| OTHER INCOME | ||||
| Weighted average number of common stock outstanding, basic and diluted (in Shares) | 29,301,376 | |||
| Basic and diluted net income (loss) per common stock (in Dollars per share) | $ 0.23 | |||
| Class B Common Stock | ||||
| OTHER INCOME | ||||
| Weighted average number of common stock outstanding, basic and diluted (in Shares) | 8,305,993 | |||
| Basic and diluted net income (loss) per common stock (in Dollars per share) | $ (0.35) | |||
| [1] | See Note 5. | |||
| [2] | For the year ended December 31, 2020, the Class A and Class B common stock participate in losses equally and thus are included together herein. | |||
Statements of Changes in Stockh
| Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
| Balances at Dec. 31, 2018 | $ 145 | $ 863 | $ 3,600,071 | $ 1,398,924 | $ 5,000,003 |
| Balances (in Shares) at Dec. 31, 2018 | 1,453,430 | 8,625,000 | |||
| Change in common stock subject to possible redemption | $ 3,305 | 330,462,395 | 330,465,700 | ||
| Change in common stock subject to possible redemption (in Shares) | 33,046,570 | ||||
| Redemption of Class A shares | $ (3,450) | (356,740,120) | (356,743,570) | ||
| Redemption of Class A shares (in Shares) | (34,500,000) | ||||
| Cash paid for redemption of warrants | (225,990) | (225,990) | |||
| Forfeiture and cancellation of 7,762,500 Founders’ shares | $ (777) | 777 | |||
| Forfeiture and cancellation of 7,762,500 Founders’ shares (in Shares) | (7,762,500) | ||||
| Forfeiture of deferred underwriters’ discount | 12,075,000 | 12,075,000 | |||
| Reclass additional paid-in capital to retained earnings | (346,138,243) | 346,138,243 | |||
| Net income (loss) | 3,764,677 | 3,764,677 | |||
| Balances at Dec. 31, 2019 | $ 86 | (5,664,266) | (5,664,180) | ||
| Balances (in Shares) at Dec. 31, 2019 | 862,500 | ||||
| Conversion of promissory note payable - Sponsor and advances from Sponsor into Class A common stock | $ 52 | 5,211,365 | 5,211,417 | ||
| Conversion of promissory note payable - Sponsor and advances from Sponsor into Class A common stock (in Shares) | 521,142 | ||||
| Settlement of final distribution to Class A Stockholders | 100,351 | 100,351 | |||
| Issuance of Class A shares to Sponsor | $ 3 | 297,684 | 297,687 | ||
| Issuance of Class A shares to Sponsor (in Shares) | 29,769 | ||||
| Net income (loss) | (148,800) | (148,800) | |||
| Balances at Dec. 31, 2020 | $ 55 | $ 86 | $ 5,609,400 | $ (5,813,066) | $ (203,525) |
| Balances (in Shares) at Dec. 31, 2020 | 550,911 | 862,500 |
Statements of Changes in Stoc_2
| Statements of Changes in Stockholders’ Equity (Deficit) (Parentheticals) | 12 Months Ended |
| Dec. 31, 2019shares | |
| Statement of Stockholders' Equity [Abstract] | |
| Forfeiture and cancellation of founders' shares | 7,762,500 |
Statements of Cash Flows
| Statements of Cash Flows - USD ($) | 12 Months Ended | |
| Dec. 31, 2020 | Dec. 31, 2019 | |
| Statement of Cash Flows [Abstract] | ||
| Net (loss) income | $ (148,800) | $ 3,764,677 |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
| Investment income from Trust Account | (6,890,275) | |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses | (19,027) | 55,103 |
| Accounts payable and accrued expenses | (1,891,876) | (590,494) |
| Accrued income and franchise taxes | (253,963) | 253,573 |
| Net Cash Used In Operating Activities | (2,313,666) | (3,407,416) |
| Cash Flows From Investing Activities: | ||
| Redemption of Trust Account | 355,491,184 | |
| Investment income released from Trust Account for dissolution expenses | 100,000 | |
| Investment income released from Trust Account to pay taxes | 1,422,096 | |
| Net Cash Provided By Investing Activities | 357,013,280 | |
| Cash Flows From Financing Activities: | ||
| Redemption of Class A common stock | (355,491,184) | |
| Payment for the redemption of Class A common stock | (1,152,035) | |
| Proceeds from convertible promissory note payable – Sponsor | 999,640 | |
| Proceeds from issuance of Class A common stock | 297,687 | |
| Proceeds from advances – Sponsor | 1,832,134 | 2,379,643 |
| Payment for the redemption of warrants | (225,990) | |
| Net Cash Provided By Financing Activities | 977,786 | (352,337,891) |
| Net increase (decrease) in cash and cash segregated for final distribution to Class A stockholders | (1,335,880) | 1,267,973 |
| Cash and cash segregated for final distribution to Class A stockholders at beginning of period | 1,413,672 | 145,699 |
| Cash and cash segregated for final distribution to Class A stockholders at end of period | 77,792 | 1,413,672 |
| Supplemental cash flow information: | ||
| Cash paid for income taxes | 259,284 | 8,691 |
| Supplemental disclosure of non-cash financing activities: | ||
| Conversion of promissory note payable - Sponsor and advances from Sponsor into shares of common stock | 5,211,417 | |
| Forfeiture and cancellation of Founders’ shares | 770 | |
| Forfeiture of deferred underwriters’ discount | 12,075,000 | |
| Distribution due to Class A Stockholders | 1,252,386 | |
| Settlement of final distributions to Class A Stockholders | $ 100,351 | |
Description of Organization and
| Description of Organization and Business Operations | 12 Months Ended |
| Dec. 31, 2020 | |
| 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 filing. The registration statement for the Company’s Public Offering (defined below, for more information see Note 3) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 2, 2017. At December 31, 2020, the Company had not yet commenced operations. All activity through December 31, 2020 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 has not generated any operating revenues since inception. The Company generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering until November 2019. The Company intended to finance its initial business combination with proceeds from the Public Offering and sale of the Private Placement Warrants (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 Company was not able to consummate a business combination prior to the November 7, 2019 deadline under the Company’s certificate of incorporation (the “Charter”). As a result, the Company commenced the liquidation of the Trust Account and returned the funds held therein to its public stockholders by redeeming 100% of the Company’s shares of Class A common stock included in the Units (as defined in Note 3) sold in the Public Offering (the “Public Shares”) in accordance with the Charter, which completely extinguished the public stockholders’ rights in the Company. In connection with the redemption of the Public Shares, each stockholder received approximately $10.30 per share on November 18, 2019. The Company withheld approximately $1.35 million from the distribution. In April 2020, the Company paid the income tax liability for the year ended December 31, 2019 of $259,284 and distributed the remaining $1,152,035 to its public shareholders on May 4, 2020 (see Note 7) for a distribution of approximately $0.03 per share. Trust Account The proceeds held in the Trust Account were 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 were to 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 were to 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 were to be released until the earlier of: (i) the completion of an initial business combination; (ii) the redemption of any Public Shares that have been properly tendered in connection with a stockholder vote to amend 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; 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 (subject to the requirements of law). The proceeds distributed from 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. The Company was unable to complete an initial business combination by the November 7, 2019 deadline under its Charter and so it commenced the liquidation of the assets in the Trust Account on November 8, 2019. Initial Business Combination The Company’s management had 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 were intended to be generally applied toward consummating an initial business combination. The Charter and the prospectus that the Company filed in connection with the Public Offering provided that the Company had 24 months after the closing of its Public Offering, or until November 7, 2019, to complete a business combination. During the period since the Company’s Public Offering, the Company diligently searched for a business to combine with in a transaction that would generate value for the Company’s stockholders; however, over the same period, the energy sector experienced significant headwinds, which increased the challenges faced by the Company in sourcing a compelling target business. Despite the Company’s best efforts, it was not able to consummate a business combination prior to the November 7, 2019 deadline under its Charter. As a result, the Company commenced the liquidation of the Trust Account and returned the funds held therein to its public stockholders by redeeming 100% of the Company’s Public Shares in accordance with the Charter, which extinguished the public stockholders’ rights in the Company. Liquidation As discussed above, the Company was not able to consummate a business combination prior to the November 7, 2019 deadline under its Charter. As a result, the Company commenced the liquidation of the Trust Account and returned the funds held therein of approximately $ Upon closing of the closing of the Public Offering, the Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters with an additional fee (the “Deferred Discount”) of 3.5% ($12,075,000) of the gross offering proceeds payable upon the Company’s completion of an initial business combination. In accordance with the terms of the underwriting agreement entered into in connection with the Public Offering, the underwriters forfeited any rights or claims to the Deferred Discount because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. The Company withheld approximately $1.35 million from the distribution in order to pay the income tax liability for the year ended December 31, 2019, after which the Company would distribute the remaining proceeds to the public stockholders. In April 2020, the Company paid the income tax liability for the year ended December 31, 2019 of $259,284 and distributed the remaining $1,152,035 to its public stockholders for a distribution of approximately $0.03 per share. During the liquidation period, the Company and the holders of its Public Warrants (defined in Note 3) executed an amendment to the Warrant Agreement, dated as of November 2, 2017, between the Company and Continental Stock Transfer & Trust Company, to automatically convert each of the Company’s 11,500,000 outstanding Public Warrants into the right to receive $0.02 per whole Public Warrant, payable in cash. In December 2019, the Company paid $225,990 to its warrant holders in relation to the automatic redemption of the warrants. Mandatory Liquidation, Going Concern and Liquidity The Company was unable to complete an initial business combination by the November 7, 2019 deadline in its Charter. The Company (i) ceased all operations except for the purpose of winding up; (ii) redeemed 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 of approximately $10.30 per share (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption extinguished 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 entered into letter agreements with the Company, pursuant to which they 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 was unable to complete the initial business combination by November 7, 2019. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquired shares of Class A common stock in or after the Public Offering, they were entitled to liquidating distributions from the Trust Account with respect to such shares if the Company was unable to complete the initial business combination within the prescribed time period. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” During the first quarter of 2020, the Sponsor funded the Company approximately $1,830,000 in order for the Company to pay down its obligations. During the first two quarters of 2020, the Sponsor converted the $5,211,417 of the outstanding convertible note and previous advances into 521,142 shares of Class A Common Stock of the Company. On May 15, 2020, the Sponsor paid $25,000 to the Company in exchange for the issuance of 2,500 shares of Class A Common Stock to the Sponsor. On August 7, 2020, the Sponsor paid a $197,687 capital contribution to the Company in exchange for the issuance of 19,769 shares of Class A Common Stock. On December 15, 2020, the Sponsor paid a $75,000 capital contribution to the Company in exchange for the issuance of 7,500 shares of Class A Common Stock. In addition, the Sponsor intends to financially support the Company sufficient for the Company to satisfy its working capital needs through one year from the date of the issuance of the financial statements. |
Summary of Significant Accounti
| Summary of Significant Accounting Policies | 12 Months Ended |
| Dec. 31, 2020 | |
| 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”) and pursuant to the accounting and disclosure rules and regulations of the SEC. 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 (i) not an emerging growth company or (ii) 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, 2020 and 2019, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. 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. As of December 31, 2019, 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 as of December 31, 2019. The Company’s statements of operations include a presentation of income (loss) per share for Class A common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $6,890,275, net of applicable income and franchise taxes of $258,923 and $4,089, respectively, by the weighted average number of shares of Class A common stock outstanding for the year ended December 31, 2019. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock of $6,890,275, by the weighted average number of shares of Class B common stock outstanding for the year ended December 31, 2019. As a result of the redemption of Public Shares in November 2019, for the year ended December 31, 2020, the Class A shares have no specific redemption rights. As a result, net loss per common share is calculated by dividing the net loss of $148,800 by the weighted average number of Class A and Class B shares outstanding for the period. 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 December 31, 2020 and 2019. 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, 2020 and 2019. 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. During the years ended December 31, 2020 and 2019, the Company recorded income tax expense of approximately $0 and $259,000, respectively. 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 evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Public Offering
| Public Offering | 12 Months Ended |
| Dec. 31, 2020 | |
| 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 consisted of one share of Class A common stock, $0.0001 par value, and one-third of one warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitled the holder to purchase one share of Class A common stock at a price of $11.50 per share. No fractional shares would be issued upon separation of the Units and only whole Public Warrants would trade. Each Public Warrant would 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 would expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation. Once the Public Warrants became exercisable, the Company would be permitted to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public 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 equaled or exceeded $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 Public Warrant holders. During the liquidation period the Company and the holders of its Public Warrants executed an amendment to the Warrant Agreement, dated as of November 2, 2017, between the Company and Continental Stock Transfer & Trust Company, to automatically convert each of the Company’s 11,500,000 outstanding Public Warrants into the right to receive $0.02 per whole Public Warrant, payable in cash. In December 2019, the Company paid $225,990 to its warrant holders in relation to the automatic redemption of the warrants. Simultaneously 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 the Deferred Discount payable upon the Company’s completion of an initial business combination. The Deferred Discount was payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completed its initial business combination. In accordance with the terms of the underwriting agreement entered into in connection with the Public Offering, the underwriters forfeited any rights or claims to the Deferred Discount because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. |
Related Party Transactions
| Related Party Transactions | 12 Months Ended |
| Dec. 31, 2020 | |
| 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 approximately $0.002 per share. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A 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. In October 2017 and April 2018, the Sponsor transferred 37,500 Founder Shares to Marc Zenner and Jon A. Marshall, respectively, both of whom were at the time independent directors of the Company, at the original purchase price. The Sponsor forfeited 90% of the 8,550,000 Founder Shares and all of the 5,933,333 Private Placement Warrants held by it for no consideration because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. Mr. Zenner and Mr. Marshall also forfeited 90% of their Founder Shares. As a result of these transfers and forfeitures, the Sponsor holds 855,000 Founder Shares and Mr. Zenner and Mr. Marshall hold 3,750 Founder Shares each. 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. An initial business combination was not completed by November 7, 2019, and therefore, the proceeds from the sale of the Private Placement Warrants held in the Trust Account were used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants expired worthless. The Private Placement Warrants were non-redeemable and exercisable on a cashless basis so long as they were held by the Sponsor or its permitted transferees. Registration Rights The holders of Founder Shares may be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Public Offering. These holders are 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, 2020, the Sponsor or an affiliate of the Sponsor incurred certain administrative expenses on behalf of the Company in the amount of $15,858. The Company reimburses the Sponsor or its affiliate for the incurrence of such administrative expenses. As of December 31, 2020, $12,063 of the $15,858 incurred on behalf of the Company during the year ended December 31, 2020 remained subject to repayment and is included in accounts payable and accrued expenses on the accompanying balance sheets. During the year ended December 31, 2019, the Sponsor also advanced $2,379,643 to fund ongoing operations of the Company. During the first quarter of 2020, the Sponsor advanced $1,832,134 to fund ongoing operations of the Company. These advances were due on demand and were non-interest bearing. During that same time period, the Sponsor converted the $4,211,777 outstanding into 421,177 shares of Class A Common Stock of the Company at a conversion price of $10.00 per share. The Sponsor has made no subsequent advances. As of December 31, 2020 and 2019, the outstanding balance on the advances was $0 and $2,379,643, respectively. Promissory Note Payable - Sponsor On March 1, 2019, the Company issued a convertible promissory note (the “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 was due and payable in full on the earlier of November 7, 2019 or the consummation of an initial business combination by the Company. The Sponsor had 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. On March 31, 2020, the Sponsor converted the $999,640 outstanding into 99,964 shares of Class A Common Stock of the Company at a conversion price of $10.00 per share. As of December 31, 2020 and 2019, the outstanding balance on Convertible Promissory Note was $0 and $999,640, respectively. All unpaid principal under the Convertible Promissory Note was due and payable in full on the earlier of November 7, 2019 or the consummation of an initial business combination by the Company by the deadline specified in its Charter. As a result, the Convertible Promissory Note is no longer available to the Company as a source of financing. 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. Since the Company was unable to complete its initial business combination prior to the November 7, 2019 deadline in the Charter, pursuant to the Administrative Support Agreement, the Company ceased paying these monthly fees. The administrative support agreement, however, remains in place for the benefit of the Company. The Company incurred $0 and $27,535 for such expenses under the administrative service agreement for the years ended December 31, 2020 and 2019, 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, 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, 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 their 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 an Option Holder or a permitted transferee will have the same terms as the Public 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. Pursuant to the Option Agreement, since the Company was unable to complete an initial business combination by the November 7, 2019 deadline, the option automatically terminated. |
Termination of Proposed Busines
| Termination of Proposed Business Combinations | 12 Months Ended |
| Dec. 31, 2020 | |
| Terminationof Proposed Business Combination Disclosure [Abstract] | |
| Termination of Proposed Business Combinations | 5. Termination of Proposed Business Combinations 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. Of the approximate $5.7 million in costs related to the various business combination candidates, the Company negotiated with certain vendors to reduce the amounts due. For the year ended December 31, 2019, the Company recorded a reduction in accrued expenses of $1.9 million and reversed approximately $1.9 million of general and administrative expenses. |
Stockholders_ Equity
| Stockholders’ Equity | 12 Months Ended |
| Dec. 31, 2020 | |
| Stockholders' Equity Note [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 entered 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. The Sponsor forfeited 90% of the 8,550,000 Founder Shares and all of the 5,933,333 Private Placement Warrants held by it for no consideration because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. Mr. Zenner and Mr. Marshall also forfeited 90% of their Founder Shares. As a result of these transfers and forfeitures, the Sponsor holds 855,000 Founder Shares and each of Mr. Marshall and Mr. Zenner hold 3,750 Founder Shares, resulting in a total of 862,500 Founder Shares outstanding. At December 31, 2020 and 2019, there were 550,911 and 0 shares of Class A common stock issued and outstanding, respectively, and 862,500 and 862,500 shares of Class B common stock issued and outstanding, respectively. 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 December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding. |
Income Taxes
| Income Taxes | 12 Months Ended |
| Dec. 31, 2020 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | 7. Income Taxes The Company’s deferred tax assets are as follows at December 31, 2020 and 2019: December 31, December 31, Deferred tax asset Startup expenses/Organizational costs $ 33,879 691,601 Valuation Allowance (33,879 ) (691,601 ) Deferred tax asset, net of allowance $ - - The income tax provision (benefit) consists of the following for the years ended December 31, 2020 and 2019: Year Ended Year Ended Federal Current $ 31,248 $ 258,923 Deferred 2,631 (691,601 ) State and Local Current - - Deferred - - Change in valuation allowance 33,879 691,601 Income tax provision $ - $ 258,923 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 years ended December 31, 2020 and 2019, the change in the valuation allowance was $33,879 and $691,601, respectively. A reconciliation of the statutory tax rate to the Company’s effective tax rates for the years ended December 31, 2020 and 2019 is as follows: Year Ended Year Ended Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 3.64 % 8.45 % Other (1.87 )% (2.70 )% Change in valuation allowance (22.77 )% (56.09 )% Income tax provision (benefit) 0.00 % 29.34 % |
Accounting Policies, by Policy
| Accounting Policies, by Policy (Policies) | 12 Months Ended |
| Dec. 31, 2020 | |
| 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”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
| 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 (i) not an emerging growth company or (ii) 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, 2020 and 2019, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
| Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
| 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. |
| 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 (loss) applicable to the shares of common stock by the weighted average number of shares outstanding for the period. As of December 31, 2019, 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 as of December 31, 2019. The Company’s statements of operations include a presentation of income (loss) per share for Class A common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $6,890,275, net of applicable income and franchise taxes of $258,923 and $4,089, respectively, by the weighted average number of shares of Class A common stock outstanding for the year ended December 31, 2019. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock of $6,890,275, by the weighted average number of shares of Class B common stock outstanding for the year ended December 31, 2019. As a result of the redemption of Public Shares in November 2019, for the year ended December 31, 2020, the Class A shares have no specific redemption rights. As a result, net loss per common share is calculated by dividing the net loss of $148,800 by the weighted average number of Class A and Class B shares outstanding for the period. |
| Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 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 December 31, 2020 and 2019. 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, 2020 and 2019. 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. During the years ended December 31, 2020 and 2019, the Company recorded income tax expense of approximately $0 and $259,000, respectively. |
| 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 evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Income Taxes (Tables)
| Income Taxes (Tables) | 12 Months Ended |
| Dec. 31, 2020 | |
| Income Tax Disclosure [Abstract] | |
| Schedule of company's net deferred tax assets | December 31, December 31, Deferred tax asset Startup expenses/Organizational costs $ 33,879 691,601 Valuation Allowance (33,879 ) (691,601 ) Deferred tax asset, net of allowance $ - - |
| Schedule of income tax provision consists | Year Ended Year Ended Federal Current $ 31,248 $ 258,923 Deferred 2,631 (691,601 ) State and Local Current - - Deferred - - Change in valuation allowance 33,879 691,601 Income tax provision $ - $ 258,923 |
| Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | Year Ended Year Ended Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 3.64 % 8.45 % Other (1.87 )% (2.70 )% Change in valuation allowance (22.77 )% (56.09 )% Income tax provision (benefit) 0.00 % 29.34 % |
Description of Organization a_2
| Description of Organization and Business Operations (Details) - USD ($) | Dec. 15, 2020 | Aug. 07, 2020 | May 15, 2020 | May 04, 2020 | Nov. 07, 2019 | Nov. 02, 2017 | Nov. 18, 2019 | Mar. 31, 2020 | Jun. 30, 2020 | Nov. 07, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Amount withheld from distribution | $ 1.35 | |||||||||||
| Description of trust agreement | (i) the completion of an initial business combination; (ii) the redemption of any Public Shares that have been properly tendered in connection with a stockholder vote to amend 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; 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 (subject to the requirements of law). | |||||||||||
| Description of business combination | The Company (i) ceased all operations except for the purpose of winding up; (ii) redeemed 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 of approximately $10.30 per share (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption extinguished 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 Charter and the prospectus that the Company filed in connection with the Public Offering provided that the Company had 24 months after the closing of its Public Offering, or until November 7, 2019, to complete a business combination. During the period since the Company’s Public Offering, the Company diligently searched for a business to combine with in a transaction that would generate value for the Company’s stockholders; however, over the same period, the energy sector experienced significant headwinds, which increased the challenges faced by the Company in sourcing a compelling target business. Despite the Company’s best efforts, it was not able to consummate a business combination prior to the November 7, 2019 deadline under its Charter. As a result, the Company commenced the liquidation of the Trust Account and returned the funds held therein to its public stockholders by redeeming 100% of the Company’s Public Shares in accordance with the Charter, which extinguished the public stockholders’ rights in the Company. | ||||||||||
| Liquidation, description | the Company commenced the liquidation of the Trust Account and returned the funds held therein of approximately $355.5 million to its public stockholders by redeeming 100% of the Company’s shares of Class A common stock included in the Units sold in the Public Offering in accordance with the Charter. In connection with the redemption of the Public Shares, each stockholder received approximately $10.30 per share on November 18, 2019. | |||||||||||
| Underwriting discount, description | Upon closing of the closing of the Public Offering, the Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters with an additional fee (the “Deferred Discount”) of 3.5% ($12,075,000) of the gross offering proceeds payable upon the Company’s completion of an initial business combination. | |||||||||||
| Withheld amount of distribution | $ 1.35 | |||||||||||
| Payment of income tax liability | 259,284 | |||||||||||
| Remaining distribution amount | $ 1,152,035 | |||||||||||
| Distribution price per share (in Dollars per share) | $ 0.03 | |||||||||||
| Working capital deficit | $ 203,500 | |||||||||||
| Current liabilities | 337,700 | |||||||||||
| Cash | 77,800 | |||||||||||
| Sponsor fund amount | $ 1,830,000 | $ 2,379,643 | ||||||||||
| Issuance term | 1 year | |||||||||||
| Sponsor [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Sponsor converted shares | $ 5,211,417 | |||||||||||
| Sponsor payment amount | $ 25,000 | |||||||||||
| Issuance of capital contribution | $ 75,000 | $ 197,687 | ||||||||||
| Private Placement Warrants [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Sale of stock in amount | $ 345,000,000 | |||||||||||
| Private Placement [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Payments of income tax liability | 259,284 | |||||||||||
| Amount of distributed remaining to public shareholder | $ 1,152,035 | |||||||||||
| Per share price (in Dollars per share) | $ 0.03 | |||||||||||
| Private Placement [Member] | Sponsor [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Payment of warrant holders | $ 900,000 | |||||||||||
| Public Shares [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Percentage of redeeming | 100.00% | |||||||||||
| Redemption of public per shares (in Dollars per share) | $ 10.30 | |||||||||||
| Public Warrant [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Outstanding warrants | $ 11,500,000 | |||||||||||
| Public warrant per share (in Dollars per share) | $ 0.02 | |||||||||||
| Warrant [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Payment of warrant holders | $ 225,990 | |||||||||||
| Issuance of shares (in Shares) | 11,500,000 | |||||||||||
| Class A Common Stock [Member] | Sponsor [Member] | ||||||||||||
| Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
| Conversion of Stock, Shares Converted (in Shares) | 521,142 | |||||||||||
| Issuance of shares (in Shares) | 2,500 | |||||||||||
| Issuance of common stock to sponsor (in Shares) | 7,500 | 19,769 |
Summary of Significant Accoun_2
| Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 09, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
| Summary of Significant Accounting Policies (Details) [Line Items] | |||
| Federal depository insurance coverage | $ 250,000 | ||
| Net loss income attributable amount | (148,800) | $ 3,764,677 | |
| Income tax expense | $ 0 | 259,000 | |
| Private Placement [Member] | |||
| Summary of Significant Accounting Policies (Details) [Line Items] | |||
| Aggregate purchasing shares (in Shares) | 5,933,333 | ||
| Class A common stock [Member] | |||
| Summary of Significant Accounting Policies (Details) [Line Items] | |||
| Investment income earned on the trust Account | 6,890,275 | ||
| Net of applicable income | 258,923 | ||
| Franchise taxes | 4,089 | ||
| Net loss income attributable amount | 6,890,275 | ||
| Net loss income attributable amount | |||
| Class A common stock [Member] | Private Placement [Member] | |||
| Summary of Significant Accounting Policies (Details) [Line Items] | |||
| Aggregate purchasing shares (in Shares) | 17,433,333 |
Public Offering (Details)
| Public Offering (Details) - USD ($) | May 15, 2020 | Nov. 09, 2017 | Nov. 07, 2017 | Nov. 02, 2017 | Nov. 30, 2017 | Nov. 07, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
| Public Offering (Details) [Line Items] | ||||||||
| Gross proceeds from sale of units | $ 8,900,000 | |||||||
| Description of initial business combination | Each Unit consisted of one share of Class A common stock, $0.0001 par value, and one-third of one warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitled the holder to purchase one share of Class A common stock at a price of $11.50 per share. No fractional shares would be issued upon separation of the Units and only whole Public Warrants would trade. Each Public Warrant would 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 would expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation. Once the Public Warrants became exercisable, the Company would be permitted to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public 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 equaled or exceeded $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 Public Warrant holders. | |||||||
| Public Offering [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Number of shares in units | 34,500,000 | |||||||
| Price per share | $ 10 | |||||||
| Gross proceeds from sale of units | $ 345,000,000 | |||||||
| Description of underwriter discount | 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 the Deferred Discount payable upon the Company’s completion of an initial business combination. | |||||||
| Over-Allotment Option [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Number of shares in units | 4,500,000 | 30,000,000 | ||||||
| Private Placement [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Number of shares in units | 5,933,333 | |||||||
| Private Placement [Member] | Sponsor [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Generating gross proceeds | $ 900,000 | |||||||
| Warrant Agreement [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Sale of public offering, shares | 11,500,000 | |||||||
| Warrant exercise price | $ 0.02 | |||||||
| Generating gross proceeds | $ 225,990 | |||||||
| Private Placement Warrants [Member] | Sponsor [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Number of shares in units | 5,333,333 | |||||||
| Gross proceeds from sale of units | $ 8,000,000 | |||||||
| Sale of public offering, shares | 600,000 | |||||||
| Warrant price | $ 1.50 | |||||||
| Class A common stock [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Price per share | $ 11.50 | $ 18 | ||||||
| Common stock par value | 0.0001 | $ 0.0001 | ||||||
| Share | $ 11.50 | |||||||
| Class A common stock [Member] | Sponsor [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Sale of public offering, shares | 2,500 | |||||||
| Class A common stock [Member] | Private Placement [Member] | ||||||||
| Public Offering (Details) [Line Items] | ||||||||
| Number of shares in units | 17,433,333 |
Related Party Transactions (Det
| Related Party Transactions (Details) - USD ($) | Nov. 09, 2017 | Nov. 02, 2017 | Oct. 31, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | May 04, 2020 | Mar. 01, 2019 |
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Aggregate price | $ 8,900,000 | |||||||||||
| Issued and outstanding share percentage | 20.00% | |||||||||||
| Private placement warrants, description | The Sponsor forfeited 90% of the 8,550,000 Founder Shares and all of the 5,933,333 Private Placement Warrants held by it for no consideration because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. Mr. Zenner and Mr. Marshall also forfeited 90% of their Founder Shares. As a result of these transfers and forfeitures, the Sponsor holds 855,000 Founder Shares and Mr. Zenner and Mr. Marshall hold 3,750 Founder Shares each. | |||||||||||
| Conversion price (in Dollars per share) | $ 1.50 | |||||||||||
| Payment to sponsor for administrative expenses | $ 15,858 | |||||||||||
| Accounts payable and accrued expenses | 12,063 | |||||||||||
| Subject to repayment | 15,858 | |||||||||||
| Sponsor advanced | $ 1,830,000 | $ 2,379,643 | ||||||||||
| Outstanding expenses | $ 1,832,134 | |||||||||||
| Sponsor advance balance outstanding | 2,379,643 | |||||||||||
| Convertible promissory note warrants price per share (in Dollars per share) | $ 10 | |||||||||||
| Agreed to pay an affiliate for office space per month | 10,000 | |||||||||||
| Expenses paid under the administrative service agreement | 0 | 27,535 | ||||||||||
| Stock options shares (in Shares) | 10,000,000 | |||||||||||
| Stock option aggregate purchase amount | $ 100,000,000 | |||||||||||
| Founder [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Price per share (in Dollars per share) | $ 0.002 | |||||||||||
| Maximum [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Shares subject to forfeiture (in Shares) | 1,875,000 | |||||||||||
| Minimum [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Shares subject to forfeiture (in Shares) | 1,125,000 | |||||||||||
| Founder [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Sponsor transferred shares (in Shares) | 37,500 | |||||||||||
| Sponsor [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Conversion price (in Dollars per share) | $ 10 | |||||||||||
| Amount converted into common stock | $ 4,211,777 | |||||||||||
| Convertible promissory note outstanding (in Shares) | 421,177 | |||||||||||
| Sponsor advance balance outstanding | $ 0 | |||||||||||
| Amount converted into common stock | $ 5,211,417 | |||||||||||
| Private Placement Warrants [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Purchase of shares (in Shares) | 5,933,333 | |||||||||||
| Price per share (in Dollars per share) | $ 0.03 | |||||||||||
| Convertible Promissory Note [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Convertible promissory note amount | $ 1,500,000 | |||||||||||
| Convertible promissory note warrants price per share (in Dollars per share) | $ 1.50 | |||||||||||
| Amount converted into common stock | $ 999,640 | |||||||||||
| Converted into common stock, shares (in Shares) | 99,964 | |||||||||||
| Convertible promissory note outstanding amount | $ 0 | $ 999,640 | ||||||||||
| Class B Common Stock [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Purchase of shares (in Shares) | 8,625,000 | 14,375,000 | ||||||||||
| Surrendered common shares (in Shares) | 5,750,000 | |||||||||||
| Class B Common Stock [Member] | Founder [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Aggregate price | $ 25,000 | |||||||||||
| Class A Common Stock [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Surrendered common shares (in Shares) | 34,500,000 | |||||||||||
| stock price per share (in Dollars per share) | $ 11.50 | $ 18 | ||||||||||
| Class A Common Stock [Member] | Sponsor [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Converted into common stock, shares (in Shares) | 521,142 | |||||||||||
| Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Purchase of shares (in Shares) | 17,433,333 | |||||||||||
| Class A Common Stock [Member] | Convertible Promissory Note [Member] | ||||||||||||
| Related Party Transactions (Details) [Line Items] | ||||||||||||
| Convertible promissory note warrants price per share (in Dollars per share) | $ 10 |
Termination of Proposed Busin_2
| Termination of Proposed Business Combinations (Details) - USD ($) $ in Millions | 12 Months Ended | |
| Dec. 31, 2020 | Dec. 31, 2019 | |
| Terminationof Proposed Business Combination Disclosure [Abstract] | ||
| Costs related to proposed business combination | $ 4.2 | |
| Cost related to various business combination | $ 5.7 | |
| Accrued expenses | $ 1.9 | |
| General and administrative expenses | $ 1.9 | |
Stockholders_ Equity (Details)
| Stockholders’ Equity (Details) - shares | 12 Months Ended | |
| Dec. 31, 2020 | Dec. 31, 2019 | |
| Stockholders’ Equity (Details) [Line Items] | ||
| Sponsor shares related, description | The Sponsor forfeited 90% of the 8,550,000 Founder Shares and all of the 5,933,333 Private Placement Warrants held by it for no consideration because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. Mr. Zenner and Mr. Marshall also forfeited 90% of their Founder Shares. As a result of these transfers and forfeitures, the Sponsor holds 855,000 Founder Shares and each of Mr. Marshall and Mr. Zenner hold 3,750 Founder Shares, resulting in a total of 862,500 Founder Shares outstanding. | |
| Preferred shares, authorized | 1,000,000 | 1,000,000 |
| Class A Common Stock [Member] | ||
| Stockholders’ Equity (Details) [Line Items] | ||
| Common shares, authorized | 200,000,000 | 200,000,000 |
| Common shares, issued | 550,911 | 0 |
| Common shares, outstanding | 550,911 | 0 |
| Class B Common Stock [Member] | ||
| Stockholders’ Equity (Details) [Line Items] | ||
| Common shares, authorized | 20,000,000 | 20,000,000 |
| Common shares, issued | 862,500 | 862,500 |
| Common shares, outstanding | 862,500 | 862,500 |
Income Taxes (Details)
| Income Taxes (Details) - USD ($) | 12 Months Ended | |
| Dec. 31, 2020 | Dec. 31, 2019 | |
| Income Tax Disclosure [Abstract] | ||
| Change in the valuation allowance | $ 33,879 | $ 691,601 |
Income Taxes (Details) - Schedu
| Income Taxes (Details) - Schedule of company's net deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
| Deferred tax asset | ||
| Startup expenses/Organizational costs | $ 33,879 | $ 691,601 |
| Valuation Allowance | (33,879) | (691,601) |
| Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_2
| Income Taxes (Details) - Schedule of income tax provision consists - USD ($) | 12 Months Ended | |
| Dec. 31, 2020 | Dec. 31, 2019 | |
| Federal | ||
| Current | $ 31,248 | $ 258,923 |
| Deferred | 2,631 | (691,601) |
| State and Local | ||
| Current | ||
| Deferred | ||
| Change in valuation allowance | 33,879 | 691,601 |
| Income tax provision | $ 258,923 | |
Income Taxes (Details) - Sche_3
| Income Taxes (Details) - Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | 12 Months Ended | |
| Dec. 31, 2020 | Dec. 31, 2019 | |
| Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate [Abstract] | ||
| Statutory federal income tax rate | 21.00% | 21.00% |
| State taxes, net of federal tax benefit | 3.64% | 8.45% |
| Other | (1.87%) | (2.70%) |
| Change in valuation allowance | (22.77%) | (56.09%) |
| Income tax provision (benefit) | 0.00% | 29.34% |