Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 21, 2019 | Jun. 30, 2018 | |
Entity Registrant Name | Spartan Energy Acquisition Corp. | ||
Entity Central Index Key | 0001720990 | ||
Trading Symbol | SPAQ | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 531,576,000 | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 55,200,000 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 13,800,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalent | $ 1,531,595 | $ 25,000 | |
Prepaid expenses | 248,329 | ||
Total current assets | 1,779,924 | 25,000 | |
Deferred offering costs | 233,000 | ||
Investment held in Trust Account | 555,695,763 | ||
Total assets | 557,475,687 | 258,000 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 22,249 | 236,868 | |
Advances from related party | 204,949 | ||
Accrued income and franchise taxes | 398,369 | ||
Total current liabilities | 625,567 | 236,868 | |
Deferred underwriting commissions | 19,320,000 | ||
Total liabilities | 19,945,567 | 236,868 | |
Commitments and contingencies | |||
Class A common stock subject to possible redemption; 53,253,011 shares and none at December 31, 2018 and 2017, respectively (at approximately $10.00 per share) | 532,530,110 | ||
Stockholders' equity: | |||
Preferred stock, $0.0001 par value per share; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 2,349,053 | 23,620 | |
Retained earnings (accumulated deficit) | 2,649,382 | (3,868) | |
Total stockholders' equity | 5,000,010 | 21,132 | |
Total liabilities and stockholders' equity | 557,475,687 | 258,000 | |
Class A common stock | |||
Stockholders' equity: | |||
Common stock value | 195 | ||
Total stockholders' equity | 195 | ||
Class B common stock | |||
Stockholders' equity: | |||
Common stock value | [1] | 1,380 | 1,380 |
Total stockholders' equity | [2] | $ 1,380 | $ 1,380 |
[1] | Share and the associated amounts have been retroactively restated to reflect: (i) the forfeiture of 2,875,000 shares of Class B common stock in July 2018; and (ii) the stock dividend of 2,300,000 shares of Class B common stock in August 2018 (see Note 4). | ||
[2] | Share and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 2,875,000 shares of Class B common stock in July 2018; and (ii) the stock dividend of 2,300,000 shares of Class B common stock in August 2018 (see Note 4). |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Retroactively restated to reflect forfeiture shares of Class B common stock | 2,875,000 | |
Retroactively restated to reflect stock dividend shares of Class B common stock | 2,300,000 | |
Class A common stock | ||
Common stock subject to possible redemption shares | 53,253,011 | |
Common stock subject to possible redemption per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 1,946,989 | |
Common stock, outstanding | 1,946,989 | |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 13,800,000 | 13,800,000 |
Common stock, outstanding | 13,800,000 | 13,800,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | ||
REVENUE | |||
EXPENSES | |||
Administrative fee - related party | 40,000 | ||
General and administrative expenses | 3,868 | 811,091 | |
TOTAL EXPENSES | 3,868 | 851,091 | |
OTHER INCOME | |||
Investment income from Trust Account | 4,375,763 | ||
Interest income | 6,947 | ||
TOTAL OTHER INCOME | 4,382,710 | ||
INCOME (LOSS) BEFORE INCOME TAX PROVISION | (3,868) | 3,531,619 | |
Income tax provision | 878,369 | ||
Net Income (Loss) | $ (3,868) | 2,653,250 | |
Class A common stock | |||
OTHER INCOME | |||
Net Income (Loss) | |||
Weighted average shares outstanding | 55,200,000 | ||
Basic and diluted net income (loss) per share | $ 0.06 | ||
Class B common stock | |||
OTHER INCOME | |||
Net Income (Loss) | [1] | ||
Weighted average shares outstanding | [1],[2] | 13,800,000 | 13,800,000 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.05) | |
[1] | Share and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 2,875,000 shares of Class B common stock in July 2018; and (ii) the stock dividend of 2,300,000 shares of Class B common stock in August 2018 (see Note 4). | ||
[2] | Share and the associated amounts have been retroactively restated to reflect: (i) the forfeiture of 2,875,000 shares of Class B common stock in July 2018; and (ii) the stock dividend of 2,300,000 shares of Class B common stock in August 2018 (see Note 4). |
Statements of Operations (Paren
Statements of Operations (Parenthetical) | 12 Months Ended |
Dec. 31, 2018shares | |
Income Statement [Abstract] | |
Retroactively restated to reflect forfeiture shares of Class B common stock | 2,875,000 |
Retroactively restated to reflect stock dividend shares of Class B common stock | 2,300,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total | ||
Balance at Oct. 12, 2017 | [1] | ||||||
Balance, shares at Oct. 12, 2017 | [1] | ||||||
Sale of Class B common stock to Sponsor at approximately $0.002 per share | [1] | $ 1,380 | 23,620 | 25,000 | |||
Sale of Class B common stock to Sponsor at approximately $0.002 per share, shares | [1] | 1,380,000 | |||||
Net income | (3,868) | (3,868) | |||||
Balance at Dec. 31, 2017 | $ 1,380 | [1] | 23,620 | (3,868) | 21,132 | ||
Balance, shares at Dec. 31, 2017 | 13,800,000 | [1] | |||||
Sale of Units in Public Offering | $ 5,520 | [1] | 551,994,480 | 552,000,000 | |||
Sale of Units in Public Offering, shares | 55,200,000 | [1] | |||||
Underwriters' discount and offering costs | [1] | (31,184,262) | (31,184,262) | ||||
Sale of Private Placement Warrants to Sponsor | [1] | 14,040,000 | 14,040,000 | ||||
Class A common stock subject to possible redemption | $ (5,325) | [1] | (532,524,785) | (532,530,110) | |||
Class A common stock subject to possible redemption, shares | (53,253,011) | [1] | |||||
Net income | [1] | 2,653,250 | 2,653,250 | ||||
Balance at Dec. 31, 2018 | $ 195 | $ 1,380 | [1] | $ 2,349,053 | $ 2,649,382 | $ 5,000,010 | |
Balance, shares at Dec. 31, 2018 | 1,946,989 | 13,800,000 | [1] | ||||
[1] | Share and associated amounts have been retroactively restated to reflect: (i) the forfeiture of 2,875,000 shares of Class B common stock in July 2018; and (ii) the stock dividend of 2,300,000 shares of Class B common stock in August 2018 (see Note 4). |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Statement of Stockholders' Equity [Abstract] | |
Retroactively restated to reflect forfeiture shares of Class B common stock | 2,875,000 |
Retroactively restated to reflect stock dividend shares of Class B common stock | 2,300,000 |
Sale of Class B common stock to Sponsor at approximately | $ / shares | $ 0.002 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (3,868) | $ 2,653,250 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Investment income earned on investment held in Trust Account | (4,375,763) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (248,329) | |
Accounts payable and accrued expenses | 3,868 | 18,381 |
Advances from related party | 204,949 | |
Accrued income and franchise taxes | 398,369 | |
Net Cash Used In Operating Activities | (1,349,143) | |
Cash Flows From Investing Activities: | ||
Cash deposited into Trust Account | (552,000,000) | |
Investment income released from Trust Account to pay taxes | 680,000 | |
Net Cash Used In Investing Activities | (551,320,000) | |
Cash Flows From Financing Activities: | ||
Proceeds from sale of Units in Public Offering | 552,000,000 | |
Proceeds from sale of Private Placement Warrants | 14,040,000 | |
Payment of underwriter discounts and commissions | (11,040,000) | |
Payment of offering costs | (824,262) | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Net Cash Provided By Financing Activities | 25,000 | 554,175,738 |
Net change in cash and cash equivalent | 25,000 | 1,506,595 |
Cash and cash equivalent at beginning of period | 25,000 | |
Cash and cash equivalent at end of period | 25,000 | 1,531,595 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 680,000 | |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriters' discounts and commissions charged to additional paid-in capital in connection with the Public Offering | 19,320,000 | |
Change in value of Class A common stock subject to possible redemption | 532,530,110 | |
Deferred offering costs included in accounts payable and accrued expenses | $ 233,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. Description of Organization and Business Operations Organization and General Spartan Energy Acquisition Corp. (the “ Company Initial Business Combination Securities Act JOBS Act At December 31, 2018, the Company had not commenced any operations. All activity for the period from October 13, 2017 (inception) through December 31, 2018 relates to the Company’s formation and the initial public offering (the “ Public Offering st Sponsor and Public Offering The Company’s sponsor is Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability company (the “ Sponsor Units Private Placement Warrants Private Placement The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, the private placement of forward purchase units (described in Note 4), the Company’s capital stock, debt or a combination of the foregoing. Trust Account Upon the closing of the Public Offering and the Private Placement, $552,000,000 was placed in a trust account (the “ Trust Account The Company’s amended and restated certificate of incorporation provides that, except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Public Offering (the “ Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 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 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 statements of operations include 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. 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. 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 December 31, 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 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 December 31, 2018, 53,253,011 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 December 31, 2018 or 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018 or 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 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. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2018 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3. PUBLIC Offering The Company sold 55,200,000 Units in the Public Offering, including 7,200,000 Units that were issued pursuant to the underwriters' full exercise of their over-allotment option, at a price of $10.00 per Unit. Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 9,360,000 Private Placement Warrants at a purchase price of $1.50 per warrant, or approximately $14,040,000 in the aggregate. Each Unit consists of one share of the Company's Class A common stock, $0.0001 par value per share, and one-third of one warrant (each, a " Warrant Warrants As noted above, the underwriters exercised the 45-day option to purchase up to 7,200,000 additional Units to cover any over-allotments at the Public Offering price less the underwriting discounts and commissions. The Units that were issued in connection with the over-allotment option were identical to the other Units issued in the Public Offering. The Company paid an underwriting discount of 2.0% of the gross offering proceeds, or $11.04 million in the aggregate, to the underwriters at the closing of the Public Offering, with an additional fee (the " Deferred Discount |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. Related Party Transactions Founder Shares In October 2017, the Sponsor purchased 14,375,000 shares of the Company's Class B common stock (the " Founder Shares The holders of the Founders Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Concurrently with the closing of the Public Offering, the Sponsor purchased an aggregate of 9,360,000 Private Placement Warrants at a price of $1.50 per warrant ($14,040,000 in the aggregate) in the Private Placement. Each Private Placement Warrant is exercisable for one share of the Company's Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company's officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Registration Rights The holders of the Founder Shares, Private Placement Warrants and equity securities that may be issued upon conversion of working capital loans, if any (and any Class A common shares issuable upon the conversion of any Founder Shares and the exercise of the Private Placement Warrants and equity securities that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed on August 9, 2018. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Advances from Related Parties Affiliates of the Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. As of December 31, 2018, there was $204,949 due to the related parties. Prior to the closing of the Public Offering, an affiliate of the Sponsor advanced the Company $294,354 to be used for a portion of the expenses of the Public Offering. Upon the closing of the Public Offering, the Company repaid the affiliate of the Sponsor $294,354 in settlement of the outstanding advances. Administrative Service Fee The Company, commencing on August 10, 2018, has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $40,000 for such services for the year ended December 31, 2018. Forward Purchase Agreement On August 9, 2018, the Company entered into a forward purchase agreement (the " Forward Purchase Agreement Forward Purchase Shares Forward Purchase Warrants Forward Purchase Units The obligations under the Forward Purchase Agreement do not depend on whether any public stockholders elect to redeem their shares in connection with the Initial Business Combination and provide the Company with a minimum funding level for the Initial Business Combination. Additionally, the obligations of the affiliate of the Sponsor to purchase the Forward Purchase Units are subject to termination prior to the closing of the sale of the Forward Purchase Units by mutual written consent of the Company and such affiliate, or automatically: (i) if the Initial Business Combination is not consummated within 24 months from the closing of the Public Offering, unless extended up to a maximum of sixty (60) days in accordance with the amended and restated certificate of incorporation; or (ii) if the affiliate of the Sponsor or the Company become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the affiliate of the Sponsor or the Company in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In addition, the obligations of the affiliate of the Sponsor to purchase the Forward Purchase Units are subject to fulfillment of customary closing conditions, including that the Initial Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units. |
Deferred Underwriting Commissio
Deferred Underwriting Commissions | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Underwriting Commissions [Abstract] | |
DEFERRED UNDERWRITING COMMISSIONS | Note 5. Deferred Underwriting COMMISSIONS The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $19,320,000, to the underwriters of the Public Offering upon the Company's completion of an Initial Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if an Initial Business Combination is not completed within 24 months after the Public Offering. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6. Stockholders' Equity Common Stock The authorized common stock of the Company includes 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company's stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company's common stock are entitled to one vote for each share of common stock. At December 31, 2018, there were 55,200,000 shares of Class A common stock, of which 53,253,011 shares were classified outside of permanent equity, and 13,800,000 shares of Class B common stock issued and outstanding. All shares and the associated amounts have been retroactively restated to reflect: (i) the forfeiture of 2,875,000 shares of Class B common stock in July 2018; and (ii) the stock dividend of 2,300,000 shares of Class B common stock in August 2018. 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, 2018, there were no shares of preferred stock issued or outstanding. Warrants The Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of its Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. If the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days prior written notice of redemption; and ● if, and only if, the last reported sales price of the Class A common stock has been at least $18.00 per share on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the Warrant exercise. If the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | Note 7. Fair Value Measurements The following table presents information about the Company's assets that are measured on a recurring basis as of December 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description December 31, Quoted Significant Significant Investment held in Trust Account $ 555,695,763 $ 555,695,763 $ — $ — At December 31, 2018, the investments held in the Trust Account were held in marketable securities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 8. INCOME TAXES On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Reform Bill") was signed into law. Prior to the enactment of the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%. The Tax Reform Bill reduced the federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of December 31, 2017. Beginning January 1, 2018, the lower tax rate of 21% was used to calculate the amount of any federal income tax due on taxable income earned during 2018. The Company's deferred tax assets are as follows at December 31, 2018: December 31, Deferred tax asset Startup expenses/Organizational costs $ 136,729 Valuation Allowance (136,729 ) Deferred tax asset, net of allowance $ - The income tax provision (benefit) consists of the following at December 31, 2018: Year Ended Federal Current $ 878,369 Deferred (136,729 ) State and Local Current - Deferred - Change in valuation allowance 136,729 Income tax provision (benefit) $ 878,369 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2018, the change in the valuation allowance was $136,729. A reconciliation of the statutory tax rate to the Company's effective tax rates as of December 31, 2018 is as follows: Year Ended Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance 3.9 % Income tax provision (benefit) 24.9 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 9. SUBSEQUENT EVENTS There have been no subsequent events through March 22, 2019, the date these financial statements were available to be issued, that require recognition or disclosure in such financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 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 | 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 statements of operations include 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. |
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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. As of December 31, 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 | 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 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 | Use of Estimates The preparation of the 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 | 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 | 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 December 31, 2018, 53,253,011 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 | 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 December 31, 2018 or 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2018 or 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 | 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 | 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 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value hierarchy of the valuation techniques | Description December 31, Quoted Significant Significant Investment held in Trust Account $ 555,695,763 $ 555,695,763 $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, Deferred tax asset Startup expenses/Organizational costs $ 136,729 Valuation Allowance (136,729 ) Deferred tax asset, net of allowance $ - |
Schedule of income tax provision (benefit) | Year Ended Federal Current $ 878,369 Deferred (136,729 ) State and Local Current - Deferred - Change in valuation allowance 136,729 Income tax provision (benefit) $ 878,369 |
Schedule of statutory federal income tax rate | Year Ended Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance 3.9 % Income tax provision (benefit) 24.9 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Description of Organization and Business Operations (Textual) | |
Proceeds from issuance initial public offering | $ 552,000,000 |
Trust account, description | The Company consummated the Public Offering of 55,200,000 of its units (the "Units"), including 7,200,000 Units that were issued pursuant to the underwriters' full exercise of their over-allotment option, generating gross proceeds of $552,000,000. As described in Note 4, on August 14, 2018, simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 9,360,000 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per warrant, or approximately $14,040,000 in the aggregate (the "Private Placement"). |
Net interest to dissolution expenses | $ 100,000 |
Net tangible assets | $ 5,000,001 |
Percentage of redemption of public shares | 100.00% |
Percentage of minimum fair market value asset | 80.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | |
Class A common stock | shares | 27,760,000 |
Federal depository insurance coverage | $ 250,000 |
Offering costs | 31,184,262 |
Underwriting discounts and commissions | 30,360,000 |
Payment is deferred on underwriting discounts and commissions | 19,320,000 |
Professional, printing, filing, regulatory and other offering costs | 824,262 |
Proceeds from issuance initial public offering | $ 552,000,000 |
Class A common stock subject to possible redemption | shares | 53,253,011 |
Net tangible assets | $ 5,000,001 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Public Offering (Textual) | ||
Sale of stock | 55,200,000 | |
Issued to underwriters | 7,200,000 | |
Sale of share per unit | $ 10 | |
Purchase of additional shares | 7,200,000 | |
Warrants description | The Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days' prior written notice of redemption, if and only if the last sale price of the Company's Class A common stock has been at least $18.00 per share on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which the Company sent the notice of redemption to the Warrant holders. | |
Warrants price | $ 1.50 | |
Underwriting description | The Company paid an underwriting discount of 2.0% of the gross offering proceeds, or $11.04 million in the aggregate, to the underwriters at the closing of the Public Offering, with an additional fee (the "Deferred Discount") of 3.5% of the gross offering proceeds, or $19.32 million of the aggregate, payable upon the Company's completion of an Initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes an Initial Business Combination. | |
Private Placement Warrants [Member] | ||
Public Offering (Textual) | ||
Aggregate sponsor purchased , shares | 9,360,000 | |
Aggregate sponsor purchased | $ 14,040,000 | |
Warrants price | $ 1.50 | |
Common Class A [Member] | ||
Public Offering (Textual) | ||
Sale of share per unit | 11.50 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 10, 2018 | Aug. 09, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Oct. 31, 2017 | Dec. 31, 2018 |
Related Party Transactions (Textual) | ||||||
Stock dividend shares of Class B common stock | 2,300,000 | 2,300,000 | ||||
Aggregate sponsor holding, shares | 13,800,000 | |||||
Shares issued price per share | $ 0.002 | |||||
Sponsor shares, description | Prior to the Public Offering, the Sponsor transferred 150,000 Founder Shares to each of the Company's two independent directors at their original purchase price. | |||||
Common stock, description | (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Warrant exercised price | $ 1.50 | |||||
Related parties paid offering costs and other expenses | $ 294,354 | |||||
Due to the related parties | 204,949 | |||||
Administrative support fees | $ 10,000 | 40,000 | ||||
Forward purchase agreement, description | The Company entered into a forward purchase agreement (the "Forward Purchase Agreement") pursuant to which an affiliate of the Sponsor agreed to purchase an aggregate of up to 30,000,000 shares of the Company's Class A common stock (the "Forward Purchase Shares"), plus an aggregate of up to 10,000,000 warrants (the "Forward Purchase Warrants" and, together with the Forward Purchase Shares, the "Forward Purchase Units"), for an aggregate purchase price of up to $300,000,000 or $10.00 per unit. Each Forward Purchase Warrant will have the same terms as each of the Private Placement Warrants. | |||||
Proceeds from initial public offering | 552,000,000 | |||||
Repurchase of initial public offering | $ 294,354 | |||||
Common Class B [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Sponsor purchased, shares | 2,875,000 | 14,375,000 | ||||
Sponsor purchased | $ 25,000 | |||||
Shares issued price per share | $ 0.002 | |||||
Private Placement [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Sponsor purchased, shares | 9,360,000 | |||||
Sponsor purchased | $ 14,040,000 | |||||
Shares issued price per share | $ 11.50 | |||||
Warrant exercised price | $ 1.50 |
Deferred Underwriting Commiss_2
Deferred Underwriting Commissions (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Underwriting Commissions (Textual) | |
Deferred underwriting commissions, description | The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $19,320,000, to the underwriters of the Public Offering upon the Company's completion of an Initial Business Combination. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity (Textual) | ||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, issued | ||||
Preferred stock, outstanding | ||||
Retroactively restated to reflect stock dividend shares of Class B common stock | 2,300,000 | 2,300,000 | ||
Proceeds from issuance initial public offering | $ 552,000,000 | |||
Class A common stock subject to possible redemption | 53,253,011 | |||
Warrants for redemption, description | The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days prior written notice of redemption; and ● if, and only if, the last reported sales price of the Class A common stock has been at least $18.00 per share on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the Warrant holders. | |||
Common Class A [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock, authorized | 200,000,000 | 200,000,000 | ||
Common stock, issued | 1,946,989 | |||
Common stock, outstanding | 1,946,989 | |||
Class A common stock subject to possible redemption | 55,200,000 | |||
Common Class B [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock, authorized | 20,000,000 | 20,000,000 | ||
Common stock, issued | 13,800,000 | 13,800,000 | ||
Common stock, outstanding | 13,800,000 | 13,800,000 | ||
Restated to reflect forfeiture of shares | 2,300,000 | 2,875,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2018USD ($) |
Investment held in Trust Account | $ 555,695,763 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Investment held in Trust Account | 555,695,763 |
Significant Other Observable Inputs (Level 2) [Member] | |
Investment held in Trust Account | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Investment held in Trust Account |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2018USD ($) |
Deferred tax asset | |
Startup expenses/Organizational costs | $ 136,729 |
Valuation Allowance | (136,729) |
Deferred tax asset, net of allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Federal | |
Current | $ 878,369 |
Deferred | (136,729) |
State and Local | |
Current | |
Deferred | |
Change in valuation allowance | 136,729 |
Income tax provision (benefit) | $ 878,369 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | 3.90% |
Income tax provision (benefit) | 24.90% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 22, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 136,729 | |
Statutory federal income tax rate | 21.00% | |
Tax Cuts and Jobs Act, description | The Tax Cuts and Jobs Act (the "Tax Reform Bill") was signed into law. Prior to the enactment of the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%. The Tax Reform Bill reduced the federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of December 31, 2017. |