| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2. Summary of Significant Accounting Policies Basis
of Presentation The
accompanying unaudited 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 The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and
notes thereto included in the prospectus filed by the Company with the U.S. Securities and Exchange Commission (the “ SEC Emerging
Growth Company Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) 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. Net
Income Per Share of Common Stock The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share.” The
Company’s condensed statement of operations includes a presentation of income per share for 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, net of applicable taxes, by the weighted average
number of shares of Class A common stock outstanding since the initial issuance. 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, by the weighted average
number of shares of Class B common stock outstanding for the period. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times, may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2018, the Company has not
experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial
Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820,
“ Fair Value Measurements and Disclosures Fair
Value Measurements Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets;
● Level
2, defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active;
and
● Level
3, defined as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions, such as valuations derived from valuation
techniques in which one or more significant inputs or significant value are unobservable.
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest
level input that is significant to the fair value measurement. Use
of Estimates The
preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could
differ from those estimates. Offering
Costs The
Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A
— “ Expenses of Offering Class
A Common Stock Subject to Possible Redemption The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480
“ Distinguishing Liabilities from Equity.” As
discussed in Note 1, all of the 55,200,000 Public Shares contain a redemption feature which allows for the redemption of Class
A common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB
ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent
equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments,
are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended
and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that
would cause its net tangible assets to be less than $5,000,001. The
Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security 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. Accordingly,
at September 30, 2018, 53,023,595 shares of Class A common stock subject to possible redemption are presented as temporary equity,
outside of the stockholders’ equity section of the Company’s balance sheet. Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.”
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more
likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September
30, 2018 or December 31, 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income
tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2018 or December 31, 2017. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Subsequent
Events Management
has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were
available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that all such
events that would require recognition or disclosure have been recognized or disclosed. Recent
Accounting Pronouncements In
August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain
disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded
the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an
analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate
statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which
a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in stockholders'
equity, in accordance with the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019. The
Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements,
if currently adopted, would have a material effect on the Company’s financial statements. |
