AdaptHealth (AHCO) 10-K 29 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 29, 2019	Jun. 29, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	DFB Healthcare Acquisitions Corp.
Entity Central Index Key	0001725255
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
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 Public Float			$ 240,500,000
Entity Common Stock, Shares Outstanding		31,250,000
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 947,098	$ 119,821
Prepaid expenses	158,005
Total current assets	1,105,103	119,821
Deferred offering costs associated with initial public offering		190,795
Cash and marketable securities held in Trust Account	253,019,179
Total assets	254,124,282	310,616
Current liabilities:
Accounts payable	40,774	60,506
Accrued expenses	500,379	51,563
Franchise tax payable	158,240
Notes payable - related parties		174,240
Total current liabilities	699,393	286,309
Deferred underwriting commissions	7,875,000
Total liabilities	8,574,393	286,309
Commitments and Contingencies
Common stock, $0.0001 par value; 24,054,988 and -0- shares subject to possible redemption at December 31, 2018 and 2017, respectively	240,549,880
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 200,000,000 and 100,000,000 shares authorized at December 31, 2018 and 2017, respectively; 7,195,012 and 7,187,500 shares issued and outstanding (excluding 24,054,988 and -0- shares subject to possible redemption) at December 31, 2018 and 2017, respectively	720	719
Additional paid-in capital	2,913,888	24,281
Retained earnings (accumulated deficit)	2,085,401	(693)
Total stockholders' equity	5,000,009	24,307
Total Liabilities and Stockholders' Equity	$ 254,124,282	$ 310,616

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Stockholders' Equity:
Temporary stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary stock, shares outstanding (in shares)	24,054,988	0
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	100,000,000
Common stock, shares issued (in shares)	7,195,012	7,187,500
Common stock, shares outstanding (in shares)	7,195,012	7,187,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
STATEMENTS OF OPERATIONS
General and administrative expenses	$ 693	$ 1,036,124
State franchise taxes		197,592
Loss from operations	(693)	(1,233,716)
Interest income		4,149,617
Income (loss) before income tax expense	(693)	2,915,901
Income tax expense		829,807
Net income (loss)	$ (693)	$ 2,086,094
Basic and diluted weighted average Public Shares (Note 3) outstanding		25,000,000
Basic and diluted net income (loss) per Public Share		$ 0.11
Basic and diluted weighted average Founder Shares (Note 4) outstanding	6,250,000	6,250,000
Basic and diluted net loss per share	$ 0	$ (0.13)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at Nov. 21, 2017	$ 0	$ 0	$ 0	$ 0
Balance (in shares) at Nov. 21, 2017	0
Issuance of common stock to Sponsor	$ 719	24,281		25,000
Issuance of common stock to Sponsor (in shares)	7,187,500
Net income (loss)			(693)	(693)
Balance at Dec. 31, 2017	$ 719	24,281	(693)	$ 24,307
Balance (in shares) at Dec. 31, 2017	7,187,500			7,187,500
Sale of units in initial public offering	$ 2,500	249,997,500		$ 250,000,000
Sale of units in initial public offering (in shares)	25,000,000
Offering costs		(13,060,512)		(13,060,512)
Sale of private placement warrants to Sponsor in private placement		6,500,000		6,500,000
Founder shares forfeited	$ (94)	94
Founder shares forfeited (in shares)	(937,500)
Common stock subject to possible redemption	$ (2,405)	(240,547,475)		(240,549,880)
Common stock subject to possible redemption (in shares)	(24,054,988)
Net income (loss)			2,086,094	2,086,094
Balance at Dec. 31, 2018	$ 720	$ 2,913,888	$ 2,085,401	$ 5,000,009
Balance (in shares) at Dec. 31, 2018	7,195,012			7,195,012

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Cash Flows from Operating Activities:
Net income (loss)	$ (693)	$ 2,086,094
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income in cash and marketable securities held in Trust Account		(4,149,617)
Changes in operating assets and liabilities:
Prepaid expenses		(158,005)
Accounts payable	506	(19,732)
Accrued expenses	187	448,816
Franchise tax payable		158,240
Net cash used in operating activities		(1,634,204)
Cash Flows from Investing Activities
Principal deposited in Trust Account		(250,000,000)
Interest released from Trust Account		1,130,438
Net cash used in investing activities		(248,869,562)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor	25,000
Proceeds from notes payable to related parties	94,821	96,291
Repayment of notes payable to related parties		(270,531)
Proceeds received from initial public offering		250,000,000
Payment of offering costs		(4,994,717)
Proceeds received from private placement		6,500,000
Net cash provided by financing activities	119,821	251,331,043
Net increase in cash	119,821	827,277
Cash - beginning of the period		119,821
Cash - end of the period	119,821	947,098
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to equity in connection with the initial public offering		7,875,000
Deferred offering costs charged to equity upon completion of the initial public offering		190,795
Change in value of common stock subject to possible redemption		240,549,880
Founder shares forfeited		$ 94
Deferred offering costs included in accrued expenses	51,376
Deferred offering costs included in accounts payable	60,000
Deferred offering costs paid by Sponsor	$ 79,419

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2018
Description of Organization and Business Operations
Description of Organization and Business Operations	DFB HEALTHCARE ACQUISITIONS CORP. NOTES TO FINANCIAL STATEMENTS Note 1—Description of Organization and Business Operations DFB Healthcare Acquisitions Corp. (the “Company”) was incorporated in Delaware on November 22, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the healthcare or healthcare related industries. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2018, the Company had not commenced any operations. All activity for the period from November 22, 2017 (inception) through December 31, 2018 relates to the Company’s formation, the Company’s initial public offering (the “Initial Public Offering”), and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Deerfield/RAB Ventures, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 15, 2018. On February 21, 2018, the Company consummated its Initial Public Offering of 25,000,000 units (each, a “Unit” and collectively, the “Units”) sold to the public at the price of $10.00 per Unit, generating gross proceeds of $250 million and incurring offering costs of approximately $13.06 million, inclusive of $7.875 million in deferred underwriting commissions (Note 5). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. The over-allotment option was not exercised prior to its expiration on April 2, 2018. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $6.5 million (Note 4). The Sponsor had agreed that, had the over-allotment option been exercised, the Sponsor would have purchased up to an additional 500,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant. Upon the closing of the Initial Public Offering and the Private Placement, $250 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act (as defined below), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act (as defined below), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. At December 31, 2018, the Company had approximately $947,000 in cash held outside of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding shares of its common stock, par value $0.0001, sold in the Initial Public Offering (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company decides not to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. The Company’s insiders must: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 21, 2020, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (less up to $50,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable by the Company and any amounts released to the Company to fund working capital requirements, subject to an annual limit of $250,000), 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 initial stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has sought and will continue to seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2018, the Company had approximately $947,000 in its operating bank account, a working capital of approximately $406,000, and approximately $3.0 million of interest income available to fund a Business Combination (which interest shall be net of taxes payable and any amounts, subject to an annual limit of $250,000 released to the Company to fund working capital requirements). In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) (see Note 4). Through December 31, 2018, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, $270,531 in loans from the Sponsor, the proceeds from the consummation of the Private Placement not held in the Trust Account, and interest withdrawn from the Trust Account of approximately $1.1 million during the year ended December 31, 2018 for working capital and taxes purposes. The Company fully repaid the loans from the Sponsor on February 21, 2018. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company’s management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 21, 2020.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2018 and 2017, 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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented on the balance sheets. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Offering Costs Offering costs, which consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering, totaled approximately $13.06 million, inclusive of $7.875 million in deferred underwriting commissions. Offering costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2018, 24,054,988 shares of common stock subject to possible redemption at the redemption amount are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement to purchase an aggregate of 12,666,666 shares of the Company’s common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. 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 common share, basic and diluted for Public Shares is calculated by dividing the interest income earned on the Trust Account of approximately $4.2 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for working capital purposes (subject to an annual limit of $250,000), resulting in a total of approximately $2.9 million, by the weighted average number of Public Shares outstanding for the periods. Net income per common share, basic and diluted for Founder Shares for year ended December 31, 2018 is calculated by dividing the net income, less income attributable to Public Shares by the weighted average number of Founder Shares outstanding for the periods. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At December 31, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period from November 22, 2017 (inception) through December 31, 2017. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 and 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. 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 income is required to be filed. The Company anticipates its first presentation of the revised presentation of changes in stockholders' equity will be included in its Form 10-Q for the quarter ended March 31, 2019. The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, that, 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
Public Offering	Note 3—Public Offering On February 21, 2018, the Company sold 25,000,000 Units at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of common stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On December 15, 2017, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001 for an aggregate price of $25,000. In December 2017 and January 2018, the Sponsor transferred 100,000 Founder Shares to Christopher Wolfe, the Company’s Chief Financial Officer, and 30,000 Founder Shares to each of Steven Hochberg, Dr. Susan Weaver, Dr. Mohit Kaushal and Dr. Gregory Sorensen, the Company’s independent directors. The initial stockholders agreed to forfeit up to 937,500 Founder Shares to the extent that the over‑allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 2, 2018, the over-allotment option expired and an aggregate of 937,500 shares were subsequently forfeited by the initial stockholders. The initial stockholders 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 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, capital 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 Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $6.5 million in the Private Placement. The Sponsor had agreed that if the over-allotment option was exercised, the Sponsor would have purchased up to an additional 500,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for additional gross proceeds of $750,000. Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, 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. An affiliate of Deerfield Management Company, L.P, a Delaware series limited partnership (“Deerfield Management”), which is a significant owner of the Sponsor, purchased 2,500,000 Units in the Initial Public Offering at $10.00 per Unit. The underwriters did not receive any underwriting discounts or commissions on the Units purchased by Deerfield Management’s affiliate. In addition, Deerfield Management has indicated an interest to purchase up to an aggregate of $100 million of the Company’s shares of common stock in a private placement that would occur concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, Deerfield Management may determine not to purchase any such shares, or to purchase fewer shares than they have indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares. Related Party Loans The Sponsor loaned the Company an aggregate of $270,531 to cover expenses related to the Initial Public Offering and working capital needs. The loan was non-interest bearing. The Company repaid this loan on February 21, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2018
Commitments & Contingencies
Commitments & Contingencies	Note 5—Commitments & Contingencies 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 common stock) pursuant to a registration rights agreement entered into on February 15, 2018. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the 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. Administrative Services Agreement The Company entered into an agreement, commencing on February 16, 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Company is obligated to pay $7,500 per month to Mr. Wolfe, the Company’s Chief Financial Officer, for his services prior to the consummation of the initial Business Combination, subject to the terms of the strategic services agreement. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. The Company recorded an aggregate of $183,000 and $0 in general and administrative expenses in connection with the related agreements in the accompanying statements of operations during the year ended December 31, 2018 and for the period from November 22, 2017 (inception) through December 31, 2017, respectively. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The option expired on April 2, 2018. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $7.875 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive any underwriting discounts or commissions on the 2,500,000 Units purchased by Deerfield Management in the Initial Public Offering.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2018
Stockholders' Equity
Stockholders' Equity	Note 6—Stockholders’ Equity Common Stock — On February 15, 2018, the Company filed its Amended and Restated Certificate of Incorporation to increase its number of authorized common stock to 200,000,000 shares with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2017, there were 7,187,500 shares of common stock outstanding, including 937,500 shares subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part. On April 2, 2018, the over-allotment option expired, and 937,500 shares were forfeited accordingly. As of December 31, 2018, there were 31,250,000 shares of common stock outstanding, including 24,054,988 shares of common stock subject to possible redemption. 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. As of December 31, 2018 and 2017, there were no shares of preferred stock issued or outstanding. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the Public 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 20 business days, after the closing of a 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 common stock issuable upon exercise of the Public 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 Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public 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 closing price of the ordinary shares 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 sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. If the Company is unable to complete a Business Combination within the Combination Period 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 the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2018
Fair Value Measurements
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. Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and marketable securities held in Trust Account $ 253,019,179 Approximately $906 of the balance in the Trust Account was held in cash as of December 31, 2018.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Taxes
Income Taxes	Note 8 — Income Taxes The income tax provision (benefit) consists of the following: December 31 2018 2017 Current Federal $ 829,807 $ — State — — Deferred Federal 217,349 146 State — — Change in valuation allowance (217,349) (146) Income tax provision expense $ 829,807 $ — The Company’s net deferred tax assets are as follows: December 31 2018 2017 Deferred tax asset Startup/Organizational Costs $ 217,494 $ 145 Total deferred tax assets 217,494 145 Valuation Allowance (217,494) (145) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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 valuation allowance was approximately $217,000. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31 2018 2017 Statutory federal income tax rate 21.0 % (21.0) % State taxes, net of federal tax benefit 0.0 % 0.0 % Meals & entertainment 0.0 % 0.0 % Valuation allowance 7.5 % 21.0 % Income tax provision expense 28.5 % 0.0 %

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2018 and 2017, 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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented on the balance sheets.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Offering Costs	Offering Costs Offering costs, which consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering, totaled approximately $13.06 million, inclusive of $7.875 million in deferred underwriting commissions. Offering costs were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2018, 24,054,988 shares of common stock subject to possible redemption at the redemption amount are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income (Loss) per Share	Net Income (Loss) per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement to purchase an aggregate of 12,666,666 shares of the Company’s common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. 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 common share, basic and diluted for Public Shares is calculated by dividing the interest income earned on the Trust Account of approximately $4.2 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for working capital purposes (subject to an annual limit of $250,000), resulting in a total of approximately $2.9 million, by the weighted average number of Public Shares outstanding for the periods. Net income per common share, basic and diluted for Founder Shares for year ended December 31, 2018 is calculated by dividing the net income, less income attributable to Public Shares by the weighted average number of Founder Shares outstanding for the periods. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At December 31, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period from November 22, 2017 (inception) through December 31, 2017.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 and 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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.
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 income is required to be filed. The Company anticipates its first presentation of the revised presentation of changes in stockholders' equity will be included in its Form 10-Q for the quarter ended March 31, 2019. The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, that, 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 Measurements
Schedule of financial assets measured at fair value	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. Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and marketable securities held in Trust Account $ 253,019,179

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Taxes
Schedule of components of income tax provision (benefit)	December 31 2018 2017 Current Federal $ 829,807 $ — State — — Deferred Federal 217,349 146 State — — Change in valuation allowance (217,349) (146) Income tax provision expense $ 829,807 $ —
Schedule of net deferred tax assets	December 31 2018 2017 Deferred tax asset Startup/Organizational Costs $ 217,494 $ 145 Total deferred tax assets 217,494 145 Valuation Allowance (217,494) (145) Deferred tax asset, net of allowance $ — $ —
Schedule of reconciliation of the statutory federal income tax rate (benefit)	December 31 2018 2017 Statutory federal income tax rate 21.0 % (21.0) % State taxes, net of federal tax benefit 0.0 % 0.0 % Meals & entertainment 0.0 % 0.0 % Valuation allowance 7.5 % 21.0 % Income tax provision expense 28.5 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Feb. 21, 2018	Dec. 15, 2017	Dec. 31, 2017	Dec. 31, 2018	Feb. 15, 2018
Description of Organization and Business Operations
Proceeds received from initial public offering				$ 250,000,000
Deferred underwriting commissions charged to equity in connection with the initial public offering				7,875,000
Proceeds received from private placement				6,500,000
Cash in operating bank account			$ 119,821	$ 947,098
Aggregate fair value of assets held in Trust Account (as a percent)				80.00%
Acquisition of outstanding voting securities (as a percent)				50.00%
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Net tangible assets				$ 5,000,001
Restriction on redemption of common stock sold (as a percent)				15.00%
Redemption obligation of shares upon non completion of business combination (as a percent)				100.00%
Term to complete business combination				24 months
Number of business days to redeem public shares				10 days
Maximum reduction in interest to pay dissolution expenses				$ 50,000
Annual limit of amount released to the Company to fund working capital requirements				$ 250,000
Redemption price (in dollars per share)				$ 10
Working Capital				$ 406,000
Interest available				3,000,000
Proceeds from issuance of common stock to Sponsor			$ 25,000
Interest withdrawn from Trust Account				$ 1,130,438
Sponsor
Description of Organization and Business Operations
Offer price (in dollars per unit)				$ 1.50
Common stock, par value (in dollars per share)		$ 0.0001
Proceeds from issuance of common stock to Sponsor		$ 25,000
Loan from related party	$ 270,531
IPO
Description of Organization and Business Operations
Units issued (in units)	25,000,000
Offer price (in dollars per unit)	$ 10
Proceeds received from initial public offering	$ 250,000,000
Offering costs	13,060,000
Deferred underwriting commissions charged to equity in connection with the initial public offering	$ 7,875,000
Common stock, par value (in dollars per share)	$ 0.0001
Private Placement Warrants | Sponsor
Description of Organization and Business Operations
Offer price (in dollars per unit)	$ 1.50
Warrants issued (in warrants)	4,333,333
Proceeds received from private placement	$ 6,500,000
Additional warrants available (in warrants)	500,000
Over-Allotment Option
Description of Organization and Business Operations
Underwriting option term	45 days
Offer price (in dollars per unit)	$ 10
Number of additional units to be purchased to cover over-allotment	3,750,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Feb. 21, 2018	Dec. 31, 2018	Dec. 31, 2017
Significant Accounting Policies
Deferred underwriting commissions charged to equity in connection with the initial public offering		$ 7,875,000
Temporary stock, shares outstanding (in shares)		24,054,988	0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		12,666,666
Interest income		$ 4,149,617
Annual ceiling limit		250,000
Unrecognized Tax Benefits		$ 0	$ 0
IPO
Significant Accounting Policies
Offering costs	$ 13,060,000
Deferred underwriting commissions charged to equity in connection with the initial public offering	$ 7,875,000

Public Offering (Details)

Public Offering (Details) - IPO	Feb. 21, 2018$ / sharesshares
Description of Organization and Business Operations
Units issued (in units)	25,000,000
Offer price (in dollars per unit) | $ / shares	$ 10
Shares in single unit (in shares)	1
Number of warrants comprised in each unit	0.33
Common stock exercisable for each warrant	1
Exercise price of warrants | $ / shares	$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Apr. 02, 2018	Feb. 21, 2018	Dec. 15, 2017	Jan. 31, 2018	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2018	Feb. 15, 2018	Nov. 30, 2017
Related Party Transactions
Shares issued (in shares)					7,187,500	7,187,500	7,195,012
Common stock, par value (in dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Proceeds from issuance of common stock to Sponsor					$ 25,000
Minimum period for not to transfer, assign or sell of any shares		30 days
Proceeds received from private placement							$ 6,500,000
Sponsor
Related Party Transactions
Shares issued (in shares)			7,187,500
Common stock, par value (in dollars per share)			$ 0.0001
Proceeds from issuance of common stock to Sponsor			$ 25,000
Shares subject to forfiet					937,500	937,500			937,500
Forfeiture adjusted percentage to issued and outstanding shares		20.00%
Number of shares forfeited	937,500
Minimum period for not to transfer, assign or sell of any shares							1 year
Minimum price for not to transfer, assign or sell of any founder shares							$ 12
Number of trading days considered in a period of 30 trading days for minimum price alternative							20 days
Minimum period for considering price per share alternative							150 days
Offer price (in dollars per unit)							$ 1.50
Loan from related party		$ 270,531
Maximum working capital loans may be converted to warrants							$ 1,500,000
Outstanding borrowings under working capital loans							$ 0
Sponsor | Private Placement Warrants
Related Party Transactions
Warrants issued (in warrants)		4,333,333
Offer price (in dollars per unit)		$ 1.50
Proceeds received from private placement		$ 6,500,000
Number of Additional Warrants to be Purchased upon Exercise of Over-allotment		500,000
Proceeds to be received upon additional warrants exercised		$ 750,000
Common stock exercisable for each warrant							1
Exercise price of warrants							$ 11.50
CFO
Related Party Transactions
Founder shares transferred				100,000		100,000
Independent directors
Related Party Transactions
Founder shares transferred				30,000		30,000
Deerfield Management
Related Party Transactions
Shares issued (in shares)		2,500,000
Price per unit		$ 10
Interest to purchase common stock value		$ 100,000,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Feb. 16, 2018
Statement line items
General and administrative expenses	$ 693	$ 1,036,124
CFO
Statement line items
Monthly payment amount		7,500
Sponsor
Statement line items
Monthly payment amount			$ 10,000
Administrative Services Agreement
Statement line items
General and administrative expenses	$ 0	$ 183,000

Commitments & Contingencies - U

Commitments & Contingencies - Underwriting Agreement (Details) - USD ($)	Feb. 21, 2018	Dec. 31, 2018	Dec. 31, 2017
Underwriting Agreement
Underwriting discount paid (per Unit)	$ 0.20
Underwriters discount paid	$ 4,500,000
Deferred underwriting commissions (per Unit)		$ 0.35
Deferred underwriting commissions		$ 7,875,000
Shares issued (in shares)		7,195,012	7,187,500
Over-Allotment Option
Underwriting Agreement
Underwriting option term	45 days
Number of additional units to be purchased to cover over-allotment	3,750,000
IPO
Underwriting Agreement
Deferred underwriting commissions		$ 7,875,000
Deerfield Management
Underwriting Agreement
Shares issued (in shares)	2,500,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Apr. 02, 2018shares	Dec. 31, 2018$ / sharesshares	Feb. 15, 2018Vote$ / sharesshares	Dec. 31, 2017$ / sharesshares	Dec. 15, 2017$ / shares	Nov. 30, 2017shares
Statement line items
Common stock, shares authorized (in shares)		200,000,000	200,000,000	100,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per common stock | Vote			1
Common stock, shares outstanding including shares subject to possible redemption (in shares)		31,250,000		7,187,500
Temporary stock, shares outstanding (in shares)		24,054,988		0
Preferred stock, shares authorized (in shares)		1,000,000		1,000,000
Preferred stock, shares issued (in shares)		0		0
Preferred stock, shares outstanding (in shares)		0		0
Exercisable period after the completion of a Business Combination		30 days
Agreed duration to file registration with SEC		20 days
Warrant expiration period		5 years
Warrant non transferable period		30 days
Redemption price of warrant | $ / shares		$ 0.01
Prior notice period		30 days
Minimum closing price of ordinary share | $ / shares		$ 18
Number of trading days price must be equal or above target price		20 days
Total number of trading days		30 days
Sponsor
Statement line items
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001
Common stock shares subject to forfeiture				937,500		937,500
Number of Shares Forfeited	937,500

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2018USD ($)
Fair value measurements, recurring and nonrecurring, valuation techniques
Cash and marketable securities held in Trust Account	$ 253,019,179
Trust account held in cash	906
Fair value measurements, (Recurring) | Level 1
Fair value measurements, recurring and nonrecurring, valuation techniques
Cash and marketable securities held in Trust Account	$ 253,019,179

Income Taxes - Income tax provi

Income Taxes - Income tax provision (benefit) (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Current
Federal		$ 829,807
Deferred
Federal	$ 146	217,349
Change in valuation allowance	$ (146)	(217,349)
Income tax provision expense		$ 829,807

Income Taxes - Net deferred tax

Income Taxes - Net deferred tax assets (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax asset
Startup/Organizational Costs	$ 217,494	$ 145
Total deferred tax assets	217,494	145
Valuation Allowance	$ (217,494)	$ (145)

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of statutory federal income tax rate (benefit) to effective tax rate (Details)	1 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018
Income Taxes
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Meals & entertainment	0.00%	0.00%
Valuation allowance	21.00%	7.50%
Income tax provision expense	0.00%	28.50%