Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CRSA | |
Entity Registrant Name | Crescent Acquisition Corp | |
Entity Central Index Key | 0001723648 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Current Reporting Status | No | |
Entity File Number | 001-38825 | |
Entity Tax Identification Number | 823447941 | |
Entity Address, Address Line One | 11100 Santa Monica Blvd | |
Entity Address, Address Line Two | Suite 2000 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90025 | |
City Area Code | (310) | |
Local Phone Number | 235-5900 | |
Class A | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 25,000,000 | |
Class F | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 6,250,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 1,136,048 | $ 44,896 |
Prepaid expenses | 174,626 | |
Total current assets | 1,310,674 | 44,896 |
Non-current assets: | ||
Deferred offering costs | 478,104 | |
Cash and investments held in Trust Account | 251,832,781 | |
Total assets | 253,143,455 | 523,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 384,186 | 242,741 |
Accrued franchise and income taxes | 338,080 | |
Advance from related party | 85,997 | |
Note payable - Related party | 262,880 | |
Total current liabilities | 808,263 | 505,621 |
Deferred underwriting fee payable | 8,750,000 | |
Total liabilities | 9,558,263 | 505,621 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 23,858,519 and -0- shares at redemption value as of June 30, 2019 and December 31, 2018, respectively | 238,585,190 | |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 3,785,925 | 24,281 |
Retained earnings (accumulated deficit) | 1,213,338 | (7,621) |
Total stockholders’ equity | 5,000,002 | 17,379 |
Total Liabilities and Stockholders’ Equity | 253,143,455 | 523,000 |
Class A | ||
Stockholders’ Equity | ||
Common stock | 114 | |
Class F | ||
Stockholders’ Equity | ||
Common stock | $ 625 | $ 719 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, par value | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A | ||
Temporary equity, shares issued | 23,858,519 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 1,141,481 | 0 |
Common stock, shares outstanding | 1,141,481 | 0 |
Class F | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 6,250,000 | 7,187,500 |
Common stock, shares outstanding | 6,250,000 | 7,187,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |
Formation Costs | (1,560) | ||||
General and administrative expenses | (160,880) | (246,623) | |||
Loss from operations | (160,880) | (246,623) | (1,560) | ||
Interest income on Trust Account | 1,530,120 | 1,832,781 | |||
Income (loss) before income taxes | 1,369,240 | 1,586,158 | (1,560) | ||
Provision for income taxes | (319,646) | (365,198) | |||
Net income (loss) | $ 1,049,594 | $ 1,220,960 | $ (1,560) | ||
Class A | |||||
Net income (loss) per share information: | |||||
Weighted average common stock outstanding (basic and diluted): | 25,000,000 | 25,000,000 | |||
Net income per common stock (basic and diluted): | $ 0.05 | $ 0.05 | |||
Class F | |||||
Net income (loss) per share information: | |||||
Weighted average common stock outstanding (basic and diluted): | [1] | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 |
Net income per common stock (basic and diluted): | $ (0.02) | $ (0.02) | $ 0 | ||
[1] | This number excludes 937,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. In April 2019, the Underwriters’ over-allotment option expired unexercised by the underwriters. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (unaudited) (Parenthetical) | Jun. 30, 2019shares |
Common Stock | Class F | |
Number of shares subject to forfeiture | 937,500 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) | Total | Class A | Class F | Common StockClass A | Common StockClass F | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | ||
Balance at Dec. 31, 2017 | [1] | $ 24,000 | $ 719 | $ 24,281 | $ (1,000) | ||||
Balance in Shares at Dec. 31, 2017 | [1] | 7,187,500 | |||||||
Net income (loss) | (1,560) | $ 0 | 0 | (1,560) | |||||
Ending Balance at Jun. 30, 2018 | 22,440 | $ 719 | 24,281 | (2,560) | |||||
Ending Balance in Shares at Jun. 30, 2018 | [1] | 7,187,500 | |||||||
Balance at Mar. 31, 2018 | 22,440 | $ 719 | 24,281 | (2,560) | |||||
Balance in Shares at Mar. 31, 2018 | [1] | 7,187,500 | |||||||
Net income (loss) | $ 0 | 0 | 0 | ||||||
Ending Balance at Jun. 30, 2018 | 22,440 | $ 719 | 24,281 | (2,560) | |||||
Ending Balance in Shares at Jun. 30, 2018 | [1] | 7,187,500 | |||||||
Balance at Dec. 31, 2018 | 17,379 | $ 719 | 24,281 | (7,621) | |||||
Balance in Shares at Dec. 31, 2018 | 0 | 7,187,500 | 7,187,500 | [1] | |||||
Sale of units in initial public offering | 250,000,000 | $ 2,500 | 249,997,500 | ||||||
Sale of units in initial public offering, Shares | 25,000,000 | ||||||||
Underwriters’ fees and offering expenses | (14,653,147) | (14,653,147) | |||||||
Forfeited Class F Common stock by Sponsor | $ (94) | 94 | |||||||
Forfeited Class F Common stock by Sponsor, Shares | [1] | (937,500) | |||||||
Sale of Private Placement Warrants | 7,000,000 | 7,000,000 | |||||||
Class A common stock subject to possible redemption | (238,585,190) | $ (2,386) | (238,582,804) | ||||||
Class a common stock subject to possible redemption, shares. | (23,858,519) | ||||||||
Net income (loss) | 1,220,960 | 1,220,960 | |||||||
Ending Balance at Jun. 30, 2019 | 5,000,002 | $ 114 | $ 625 | 3,785,924 | 1,213,339 | ||||
Ending Balance in Shares at Jun. 30, 2019 | 1,141,481 | 6,250,000 | 1,141,481 | 6,250,000 | [1] | ||||
Balance at Mar. 31, 2019 | 5,000,008 | $ 125 | $ 719 | 4,835,419 | 163,745 | ||||
Balance in Shares at Mar. 31, 2019 | 1,246,441 | 7,187,500 | [1] | ||||||
Forfeited Class F Common stock by Sponsor | $ (94) | 94 | |||||||
Forfeited Class F Common stock by Sponsor, Shares | [1] | (937,500) | |||||||
Class A common stock subject to possible redemption | (1,049,600) | $ (11) | (1,049,589) | ||||||
Class a common stock subject to possible redemption, shares. | (104,960) | ||||||||
Net income (loss) | 1,049,594 | 1,049,594 | |||||||
Ending Balance at Jun. 30, 2019 | $ 5,000,002 | $ 114 | $ 625 | $ 3,785,924 | $ 1,213,339 | ||||
Ending Balance in Shares at Jun. 30, 2019 | 1,141,481 | 6,250,000 | 1,141,481 | 6,250,000 | [1] | ||||
[1] | This number has been retroactively restated to reflect the surrender of 1,437,500 shares in January 2018 (see Note 4). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) (Parenthetical) | 6 Months Ended |
Jun. 30, 2019shares | |
Common Stock | Class F | |
Number of shares surrender | 1,437,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ 1,220,960 | $ (1,560) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Interest earned on securities held in Trust Account | $ (1,530,120) | (1,832,781) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (174,626) | ||
Deferred offering costs | (190,325) | ||
Accounts payable and accrued expenses | 141,445 | (148,259) | |
Accrued franchise and income taxes | 338,080 | ||
Net cash used in operating activities | (306,922) | (340,144) | |
Cash Flows from Investing Activities | |||
Investment of cash in Trust Account | (250,000,000) | ||
Net cash used in investing activities | (250,000,000) | ||
Cash Flows from Financing Activities | |||
Proceeds from sale of units in initial public offering | 250,000,000 | ||
Proceeds from sale of Private Placement Warrants | 7,000,000 | ||
Advances from related party | 204,320 | 267,290 | |
Repayment of advances from related party | (118,323) | ||
Proceeds from Note Payable-Related party | 37,120 | 50,000 | |
Repayment of Note Payable-Related party | (300,000) | ||
Payment of offering costs | (5,425,043) | ||
Net cash provided by financing activities | 251,398,074 | 317,290 | |
Net increase (decrease) in cash | 1,091,152 | (22,854) | |
Cash—beginning of the period | 44,896 | 67,750 | |
Cash—end of the period | $ 1,136,048 | 1,136,048 | 44,896 |
Supplemental disclosure of noncash activities: | |||
Deferred offering costs included in accrued expenses | $ 322,290 | ||
Deferred underwriting fee payable charged to additional paid-in capital in connection with the initial public offering | 8,750,000 | ||
Deferred offering costs charged to additional paid-in capital upon completion of the initial public offering | 478,104 | ||
Forfeiture of shares of Class F common stock | 94 | ||
Class A common stock subject to possible redemption | $ 238,585,190 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. Description of Organization and Business Operations Organization and General Crescent Acquisition Corp (formerly known as Crescent Funding Inc.) (the “ Company Initial Business Combination Securities Act JOBS Act At June 30, 2019, the Company had not yet commenced operations. All activity for the period from November 17, 2017 (inception) through June 30, 2019 relates to the Company’s formation and the initial public offering (“ Initial Public Offering st Sponsor and Financing The Company’s sponsor is CFI Sponsor LLC, a Delaware limited liability company (the “ Sponsor SEC Units Public Shares Trust Account Trust Account Funds from the Public Offering have been placed in the Trust Account. The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations 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 treasury obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income 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 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 then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its 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 then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its 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 applicable law or under stock exchange listing requirements. 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 public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Initial 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 the Initial Business Combination within 24 months from the closing of the Initial 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 its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Initial 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 Initial 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 | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the 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 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 statement 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 (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s condensed statements 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 F 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 F 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. 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 Use of Estimates The preparation of the financial statement 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 statement and the reported amounts of income and 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 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 June 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock will be affected by charges against additional paid-in capital. Accordingly, at June 30, 2019 and December 31, 2018, 23,858,519 and 0, respectively, of the 25,000,000 Public Shares were classified outside of permanent equity. Recent Accounting Pronouncements In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 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 unaudited condensed financial statement. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Initial Public Offering | 3. Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit. The Sponsor purchased an aggregate of 7,000,000 warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the Initial Public Offering. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one half of one warrant (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders. The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover any over-allotments at the initial public offering price less the underwriting discounts and commissions. The Units that would be issued in connection with the over-allotment option would be identical to the Units issued in the Initial Public Offering. In April 2019, the Underwriters’ over-allotment option expired unexercised by the underwriters. The Company paid an underwriting discount of 2.0% of the gross offering proceeds to the underwriters at the closing of the Initial Public Offering ($5,000,000), with an additional fee (the “ Deferred Underwriting Fee |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On November 29, 2017, the Sponsor purchased 8,625,000 shares of Class F common stock (the “ Founder Shares The holders of the Founder 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 the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for 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 Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization 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 Warrants The Sponsor purchased an aggregate of 7,000,000 private placement warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering (the “ Private Placement Warrants The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. In April 2019, the Underwriters’ over-allotment option expired and as a result the Sponsor’s agreement to purchase up to an additional 750,000 Private Placement Warrants also expired. Forward Purchase Agreement On February 26, 2019, the Company entered into a forward purchase agreement (the “ Forward Purchase Agreement Crescent Crescent Funds Forward Purchase Units Forward Purchase Shares Forward Purchase Warrants Crescent Fund Purchaser Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated March 7, 2019. The holders of these securities will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans and Advances On November 21, 2017, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the ‘‘ Note Crescent advanced the Company an aggregate of $118,323 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. On March 13, 2019, these advances were repaid in full. An affiliate of the Company paid administrative expenses for an aggregate of $85,997, as reflected in the accompanying condensed balance sheets as of June 30, 2019. These amounts are due on demand and are non-interest bearing. Administrative Support Agreement On March 7, 2019, the Company entered into an agreement to pay $10,000 a month for office space, utilities, administrative and support services to an affiliate of the Sponsor and will terminate the agreement upon the earlier of an Initial Business Combination or the liquidation of the Company. For the three and six months ended June 30, 2019, the Company has incurred expenses of $30,000 and $38,064, respectively, which are included in general and administrative expenses on the condensed statement of operations, of which $38,064 was payable at June 30, 2019 and included in accounts payable and accrued expenses on the accompanying condensed balance sheets. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 500,000,000 shares of Class A common stock and 25,000,000 shares of Class F 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 June 30, 2019, there were 1,141,481 of Class A common stock issued or outstanding, excluding 23,858,519 shares of Class A common stock subject to possible redemption. At June 30, 2019 and December 31, 2018, there were 6,250,000 and 7,187,500, respectively, shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. At June 30, 2019, assets held in the Trust Account were comprised of $1,055 in cash and $251,831,726 in U.S. Treasury Bills. At December 31, 2018, no assets were held in the Trust Account. The gross holding losses and fair value of held-to-maturity securities at June 30, 2019 are as follows: Held-To-Maturity Amortized Cost Gross Holding Losses Fair Value June 30, 2019 U.S Treasury Securities (Mature 9/12/2019) $ 251,831,726 $ 186,416 $ 252,018,142 The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1— Level 2— Level 3— |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. Subsequent Events Management has performed an evaluation of subsequent events through August 9, 2019, the date of issuance of the condensed financial statements . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the |
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 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 statement 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 (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s condensed statements 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 F 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 F common stock outstanding for the period. |
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. 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 |
Use of Estimates | Use of Estimates The preparation of the financial statement 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 statement and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs Policy Text Block | 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 |
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 June 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock will be affected by charges against additional paid-in capital. Accordingly, at June 30, 2019 and December 31, 2018, 23,858,519 and 0, respectively, of the 25,000,000 Public Shares were classified outside of permanent equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 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 unaudited condensed financial statement. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities | The gross holding losses and fair value of held-to-maturity securities at June 30, 2019 are as follows: Held-To-Maturity Amortized Cost Gross Holding Losses Fair Value June 30, 2019 U.S Treasury Securities (Mature 9/12/2019) $ 251,831,726 $ 186,416 $ 252,018,142 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Mar. 12, 2019 | Jun. 30, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Date of incorporation | Nov. 17, 2017 | |
Proceeds from sale of units in initial public offering | $ 250,000,000 | |
Proceeds from sale of Private Placement Warrants | 7,000,000 | |
Amount held in trust account | $ 251,832,781 | |
Public shares redemption percentage | 100.00% | |
Maximum period to complete initial business combination | 24 months | |
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | |
Number of days to deposit amount in trust account | 2 days | |
Minimum net tangible assets | $ 5,000,001 | |
Maximum amount of cash from interest earned in Trust Account to pay dissolution expenses if Company ceases operations | $ 100,000 | |
IPO | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Sale of units in initial public offering | 25,000,000 | |
Sale of stock price per unit | $ 10 | $ 10 |
Proceeds from sale of units in initial public offering | $ 250,000,000 | |
Payment of offering costs | 14,700,000 | |
Proceeds from sale of Private Placement Warrants | 7,000,000 | |
Underwriter discounts | 13,750,000 | |
Deferred underwriting discount | 8,750,000 | |
Other offering costs | 900,000 | |
IPO and Private Placement | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Amount held in trust account | $ 250,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule Of Significant Accounting Policies [Line Items] | ||
Federal depository insurance coverage | $ 250,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax benefits, interest and penalties accrued | $ 0 | $ 0 |
Class A | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Shares issued, subject to possible redemption, temporary equity | 23,858,519 | 0 |
Total shares issued to public | 25,000,000 | 25,000,000 |
Class A | Warrants | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Securities not considered in calculation of diluted earnings per share | 19,500,000 | |
Redeemable Class A Common Stock | ||
Schedule Of Significant Accounting Policies [Line Items] | ||
Shares issued, subject to possible redemption, temporary equity | 23,858,519 | 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 12, 2019 | Dec. 31, 2018 | |
Warrants | |||
Class Of Stock [Line Items] | |||
Warrants price per warrant | $ 11.50 | ||
Period after business combination when warrants become exercisable | 30 days | ||
Number of shares entitles to purchase per warrant | 1 | ||
Warrants expiration period | 5 years | ||
Redemption price per warrant | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | ||
Common stock price (equals or exceeds) | $ 18 | ||
Number of trading days within a 30-trading day period | 20 days | ||
Trading day period | 30 days | ||
Number of business days before notice of redemption | 3 days | ||
Class A | |||
Class Of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
IPO | |||
Class Of Stock [Line Items] | |||
Sale of units in initial public offering, Shares | 25,000,000 | ||
Sale of stock price per unit | $ 10 | $ 10 | |
Percentage of underwriting discount | 2.00% | ||
Payments of initial public offering | $ 5,000,000 | ||
Deferred underwriters discount of initial public offering rate | 3.50% | ||
Proceeds from issuance initial public offering gross | $ 8,750,000 | ||
Over-Allotment Option | |||
Class Of Stock [Line Items] | |||
Sale of units in initial public offering, Shares | 3,750,000 | ||
Underwriters grant period option | 45 days | ||
Underwriters’ over-allotment option expired | 2019-04 | ||
Sponsor | Private Placement | |||
Class Of Stock [Line Items] | |||
Warrants to purchase an aggregate shares | 7,000,000 | ||
Warrants price per warrant | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 13, 2019 | Mar. 07, 2019 | Feb. 26, 2019 | Nov. 29, 2017 | Nov. 21, 2017 | Apr. 30, 2019 | Jan. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||||||
Maximum period to complete initial business combination | 24 months | ||||||||||
Aggregate amount private placement | $ 7,000,000 | ||||||||||
Advances from related party | $ 204,320 | $ 267,290 | |||||||||
Notes payable amended date | Nov. 6, 2018 | ||||||||||
Repayment of loans from related party | $ 300,000 | $ 118,323 | |||||||||
Administrative expenses paid by related party | $ 85,997 | $ 85,997 | |||||||||
Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advances from related party | $ 300,000 | ||||||||||
Class F | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class F | Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares surrender | 1,437,500 | ||||||||||
Shares subject to forfeiture to the extent that over-allotment option is not exercised by the underwriters | 937,500 | 937,500 | |||||||||
Class F | Option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Forfeiture of shares | 937,500 | ||||||||||
Class A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class A | Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of units in initial public offering, Shares | 25,000,000 | ||||||||||
Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Holding period of shares for completion of initial business combination | 1 year | ||||||||||
Number of trading period for transfer of shares | 20 days | ||||||||||
Number of consecutive trading period for transfer of shares | 30 days | ||||||||||
Founder Shares | Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock price threshold that allows transfer of shares | $ 12 | ||||||||||
Founder Shares | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Period after initial business combination to allow transfer of shares | 150 days | ||||||||||
Founder Shares | Class F | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of units in initial public offering, Shares | 8,625,000 | ||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||
Common stock, par value | $ 0.003 | ||||||||||
Number of shares surrender | 1,437,500 | ||||||||||
Shares outstanding | 7,187,500 | ||||||||||
Shares subject to forfeiture to the extent that over-allotment option is not exercised by the underwriters | 937,500 | ||||||||||
Founder Shares | Class F | Option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares outstanding | 6,250,000 | 6,250,000 | |||||||||
Forfeiture of shares | 937,500 | ||||||||||
Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly expense for office space, utilities, administrative and support services to affiliate | $ 10,000 | ||||||||||
Sponsor | Accounts Payable and Accrued Expenses | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses payable | $ 38,064 | $ 38,064 | |||||||||
Sponsor | General and Administrative Expense | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses incurred | $ 30,000 | $ 38,064 | |||||||||
Sponsor | Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants to purchase an aggregate shares | 7,000,000 | 7,000,000 | |||||||||
Warrants price per warrant | $ 1 | $ 1 | |||||||||
Proceeds of private placement warrants | $ 5,000,000 | ||||||||||
Maximum period to complete initial business combination | 24 months | ||||||||||
Option to purchase additional warrants expired | 750,000 | ||||||||||
Sponsor | IPO and Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount held in trust account | $ 250,000,000 | ||||||||||
Sponsor | Class A | Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants price per warrant | $ 11.50 | $ 11.50 | |||||||||
Crescent | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advances from related party | $ 118,323 | ||||||||||
Crescent | Forward Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of forward purchase units | 5,000,000 | ||||||||||
Forward purchase units description | One share of the Company’s Class A common stock (such shares of Class A common stock to be issued pursuant to the Forward Purchase Agreement, the “Forward Purchase Shares”) and one-third of one warrant to purchase one share of the Company’s Class A common stock (such warrants to be issued pursuant to the Forward Purchase Agreement | ||||||||||
Crescent | Forward Purchase Warrants | Forward Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants price per warrant | $ 10 | ||||||||||
Aggregate amount private placement | $ 50,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - shares | 6 Months Ended | |||||||
Jun. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | ||
Class Of Stock [Line Items] | ||||||||
Common stock, voting rights per share | one | |||||||
Preferred stock, par value | 5,000,000 | 5,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Class A | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||
Common stock, shares issued | 1,141,481 | 0 | ||||||
Common stock, shares outstanding | 1,141,481 | 0 | ||||||
Temporary equity, shares issued | 23,858,519 | 0 | ||||||
Class F | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | ||||||
Common stock, shares issued | 6,250,000 | 7,187,500 | ||||||
Common stock, shares outstanding | 6,250,000 | 7,187,500 | ||||||
Class F | Option | ||||||||
Class Of Stock [Line Items] | ||||||||
Forfeiture of shares | 937,500 | |||||||
Common Stock | Class A | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares outstanding | 1,141,481 | 1,246,441 | ||||||
Temporary equity, shares issued | 23,858,519 | |||||||
Common Stock | Class F | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares outstanding | [1] | 6,250,000 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred stock, par value | 5,000,000 | 5,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
[1] | This number has been retroactively restated to reflect the surrender of 1,437,500 shares in January 2018 (see Note 4). |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jun. 30, 2019USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash and investments held in Trust Account | $ 251,832,781 |
Cash | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash and investments held in Trust Account | 1,055 |
U.S. Treasury Bills | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Cash and investments held in Trust Account | $ 251,831,726 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Details) - U.S. Treasury Bills | Jun. 30, 2019USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 251,831,726 |
Gross Holding Losses | 186,416 |
Fair Value | $ 252,018,142 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2019 | |
U.S. Treasury Bills | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Held-to-maturity security maturity date | Sep. 12, 2019 |