Trinity Merger (TMCX) 10-K 15 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	11 Months Ended
	Dec. 31, 2018	Mar. 11, 2019	Jun. 30, 2018
Entity Information [Line Items]
Entity Registrant Name	Trinity Merger Corp.
Entity Central Index Key	0001731536
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 337,065,000
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Class A Common Stock [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2018USD ($)
Current Assets
Cash	$ 650,629
Prepaid expenses	47,730
Total Current Assets	698,359
Cash and marketable securities held in Trust Account	355,633,275
Total Assets	356,331,634
Current Liabilities
Accounts payable and accrued expenses	130,814
Income taxes payable	36,021
Total Current Liabilities	166,835
Deferred underwriting fee payable	15,525,000
Total Liabilities	15,691,835
Commitments
Common stock subject to possible redemption, 32,572,779 shares at redemption value	335,639,798
Stockholders' Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	1,853,915
Retained earnings	3,145,030
Total Stockholders' Equity	5,000,001
Total Liabilities and Stockholders' Equity	356,331,634
Class A Common Stock [Member]
Stockholders' Equity:
Common stock	193
Class B Common Stock [Member]
Stockholders' Equity:
Common stock	$ 863

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2018$ / sharesshares
Stockholders' Equity:
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Class A Common Stock [Member]
Liabilities and Stockholders' Equity
Common stock, redemption (in shares)	32,572,779
Stockholders' Equity:
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000
Common stock, shares issued (in shares)	1,927,221
Common stock, shares outstanding (in shares)	1,927,221
Class B Common Stock [Member]
Stockholders' Equity:
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000
Common stock, shares issued (in shares)	8,625,000
Common stock, shares outstanding (in shares)	8,625,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	11 Months Ended
	Dec. 31, 2018USD ($)$ / sharesshares
Operating costs	$ 552,724
Loss from operations	(552,724)
Other income:
Interest income on marketable securities held in Trust Account	4,533,775
Income before provision for income taxes	3,981,051
Provision for income taxes	(836,021)
Net income	$ 3,145,030
Class A Common Stock [Member]
Other income:
Weighted average shares outstanding (in shares) | shares	34,500,000
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares	$ 0.13
Class B Common Stock [Member]
Other income:
Weighted average shares outstanding (in shares) | shares	8,625,000
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares	$ (0.15)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 11 months ended Dec. 31, 2018 - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance at Jan. 23, 2018	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Jan. 23, 2018	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B common stock issued to Sponsor		$ 863	24,137	0	25,000
Class B common stock issued to Sponsor (in shares)		8,625,000
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses	$ 3,450	$ 0	325,116,319	0	325,119,769
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses (in shares)	34,500,000	0
Sale of 12,350,000 Private Placement Warrants			12,350,000	0	12,350,000
Common stock subject to redemption	$ (3,257)	$ 0	(335,636,541)	0	(335,639,798)
Common stock subject to redemption (in shares)	(32,572,779)	0
Net income	$ 0	$ 0	0	3,145,030	3,145,030
Ending balance at Dec. 31, 2018	$ 193	$ 863	$ 1,853,915	$ 3,145,030	$ 5,000,001
Ending balance (in shares) at Dec. 31, 2018	1,927,221	8,625,000

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	May 17, 2018	Dec. 31, 2018
Initial Public Offering [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Units issued (in shares)	34,500,000	34,500,000
Private Placement Warrant [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Warrants issued (in shares)	12,350,000	12,350,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	11 Months Ended
	Dec. 31, 2018USD ($)
Cash Flows from Operating Activities:
Net income	$ 3,145,030
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(4,533,775)
Changes in operating assets and liabilities:
Prepaid expenses	(47,730)
Accounts payable and accrued expenses	130,814
Income tax payable	36,021
Net cash used in operating activities	(1,269,640)
Cash Flow from Investing Activities:
Investment of cash in Trust Account	(351,900,000)
Cash withdrawn from Trust Account	800,500
Net cash used in investing activities	(351,099,500)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	341,550,000
Proceeds from sale of Private Placement Warrants	12,350,000
Proceeds from promissory note - related party	213,000
Repayment of promissory note - related party	(213,000)
Payment of offering costs	(905,231)
Net cash provided by financing activities	353,019,769
Net Change in Cash	650,629
Cash - Beginning of the period	0
Cash - End of the period	650,629
Supplementary cash flow information:
Cash paid for income taxes	800,500
Supplemental disclosure of non-cash investing and financing activities:
Initial classification of common stock subject to redemption	332,485,331
Change in value of common stock subject to redemption	3,154,467
Deferred underwriting fee charged to additional paid in capital	$ 15,525,000

Description of Organization and

Description of Organization and Business Operations	11 Months Ended
	Dec. 31, 2018
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Trinity Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on January 24, 2018. 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. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company is focusing its search on acquiring an operating company or business with a real estate component (such as a business within the hospitality, lodging, gaming, real estate or property services, or asset management industries). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On January 26, 2018, the Company received an initial capital contribution (see Note 4) and entered into a promissory note agreement (see Note 4) with HN Investors LLC, a Delaware limited liability company. On May 17, 2018, the Company closed its Initial Public Offering with the sale of 34,500,000 Units, generating gross proceeds of $345,000,000, as described in Note 3. All activity through December 31, 2018 relates to the Company’s formation, its Initial Public Offering and identifying a target company for a 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 marketable securities from the proceeds derived from the Initial Public Offering.

Significant Accounting Policies

Significant Accounting Policies	11 Months Ended
	Dec. 31, 2018
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 – Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018. Cash and Marketable Securities Held in Trust Account At December 31, 2018, assets held in the Trust Account were comprised of $4,285 in cash and $355,628,990 in U.S. Treasury Bills. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is 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 occurrence of uncertain future events. The common stock subject to possible redemption will be based on the requirement that the Company may not redeem publicly owned shares in an amount that would cause the Company’s net tangible assets be less than $5,000,001 upon consummation of a Business Combination (so that it is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirements which may be contained in the agreement related to the Company’s Business Combination. Accordingly, at December 31, 2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $19,880,231 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Fair Value of Financial Instruments Fair value is determined under the guidance of ASC 820, “Fair Value Measurements,” is a market-based measurement and is determined based on the assumptions that market participants would use in pricing an asset or liability. The GAAP valuation hierarchy is based upon the transparency of using observable inputs and unobservable inputs in order to value the assets and liabilities inputs as of the measurement date. The three levels are defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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). Revenue Recognition The Company recognizes interest income when earned, typically on a monthly basis. The interest income is reinvested in the Trust Account, less money released to the Company to pay its franchise and income taxes. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2018, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 46,850,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares 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 Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock outstanding for the period. Net loss per common share, basic and diluted for Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its financial statements. The Company anticipates its first interim 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 any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	11 Months Ended
	Dec. 31, 2018
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 – Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on May 14, 2018. On May 17, 2018, the Company closed its the Initial Public Offering of 34,500,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000. Each Unit consists of one share of Class A common stock (the “Public Shares”) and one redeemable warrant (each a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,350,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s Sponsor, generating total gross proceeds of $12,350,000 (see Note 4). In connection with the closing of the Initial Public Offering on May 17, 2018, an amount of $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a Trust Account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), 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 Rule 2a-7 of the Investment Company Act, 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. Offering costs amounted to $19,880,231, consisting of $3,450,000 of underwriting fees, $15,525,000 of deferred underwriting fees (see Note 5) and $905,231 of other costs. 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. 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 signing of an 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its holders of the Public Shares with the opportunity to redeem all or a portion of their Public Shares 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 holders of the Public Shares (the “public stockholders”) will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account. 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 underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the warrants. 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, if the Company seeks stockholder approval, a majority of the Public Shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide 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 SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public 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) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. In addition, the initial stockholders have 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 20% or more of the Class A 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”) have 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 by November 17, 2019 (the “Combination Period”), unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income 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 initial stockholders have 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 underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within 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 $10.20 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 (other than the independent public accountants) 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 underwriter 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 will 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.

Related Party Transactions

Related Party Transactions	11 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 – Related Party Transactions Founder Shares On January 26, 2018, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.001 (“Class B common stock”) for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the initial stockholders to the extent that the over-allotment option from the Initial Public Offering was not exercised in full by the underwriter so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to exercise their over-allotment option in full, 1,125,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of an initial Business Combination or (B) subsequent to an initial Business Combination, (x) if the last sale price of the 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, 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 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,350,000 Private Placement Warrants at a price of $1.00 per Unit in a private placement to the Sponsor, generating gross proceeds of $12,350,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Sponsor and the Company’s officers and directors have 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. Related Party Loans On January 26, 2018, 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 a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of June 30, 2018 or the completion of the Initial Public Offering. The Company borrowed $213,000 under the Note, which was repaid at the closing of the Initial Public Offering on May 17, 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 (“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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-transaction company at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Administrative Support Agreement The Company entered into an agreement whereby, commencing on May 14, 2018 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. For the period from January 24, 2018 (inception) through December 31, 2018, the Company incurred $75,000 of administrative service fees, of which $5,000 is payable and included in accounts payable and accrued expenses in the accompanying balance sheet.

Commitments and Contingencies

Commitments and Contingencies	11 Months Ended
	Dec. 31, 2018
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5 – Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on May 14, 2018, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until 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. Underwriters Agreement The underwriter was paid a cash underwriting discount of one percent (1.0%) of the gross proceeds of the Initial Public Offering, or $3,450,000. In addition, the underwriter is entitled to a deferred fee of four and one-half percent (4.5%) of the gross proceeds of the Initial Public Offering, or $15,525,000. The deferred fee will be paid in cash to the underwriter upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Stockholder's Equity

Stockholder's Equity	11 Months Ended
	Dec. 31, 2018
Stockholder's Equity [Abstract]
Stockholder's Equity	Note 6 – Stockholder’s Equity Preferred Stock Common Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law or as otherwise provided in the Company’s Amended and Restated Certificate of Incorporation. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Warrants The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time during the exercise period; • upon a minimum of 30 days’ prior written notice of redemption; and • 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 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 shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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.

Income Taxes

Income Taxes	11 Months Ended
	Dec. 31, 2018
Income Taxes [Abstract]
Income Taxes	Note 7 The income tax provision for the period from January 24, 2018 (inception) through December 31, 2018 consists of the following: Federal Current $ 836,021 Deferred — State Current — Deferred — Change in valuation allowance — Income tax provision $ 836,021 As of December 31, 2018, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company did not have any deferred tax assets or liabilities at December 31, 2018. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 is as follows: Statutory federal income tax rate (21.0 )% State taxes, net of federal tax benefit 0.0 % Income tax provision (benefit) (21.0 )% The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns for the period from January 24, 2018 (inception) through December 31, 2018 remain open and subject to examination. The Company considers Hawaii to be a significant state tax jurisdiction.

Fair Value Measurements

Fair Value Measurements	11 Months Ended
	Dec. 31, 2018
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 – 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 ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost in the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Cash held in the Trust Account amounted to $4,285 at December 31, 2018. The gross holding gains and fair value of held-to-maturity securities at December 31, 2018 are as follows: Held-To-Maturity Amortized Cost Gross Holding Gains Fair Value U.S. Treasury Securities (Mature on 2/14/2019) $ 177,713,107 $ 2,169 $ 177,715,276 U.S. Treasury Securities (Mature on 3/14/2019) 177,915,883 11,908 177,927,791 Total $ 355,628,990 $ 14,077 $ 355,643,067 The fair value of the Company’s held-to-maturity securities are based upon Level 1 observations as of December 31, 2018.

Subsequent Events

Subsequent Events	11 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company re-invested its U.S. Treasury Securities upon maturity in 2019. Based upon this review, the Company did not identify any other subsequent events that require adjustment or disclosure in the financial statements.

Selected Quarterly Information

Selected Quarterly Information (Unaudited)	11 Months Ended
	Dec. 31, 2018
Selected Quarterly Information (Unaudited) [Abstract]
Selected Quarterly Information (Unaudited)	Note 10 – Selected Quarterly Information (Unaudited) The following table presents summarized unaudited quarterly financial data for each of the four quarters for the period from January 24, 2018 (inception) through December 31, 2018. The data has been derived from the Company’s unaudited financial statements that, in management's opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information when read in conjunction with the financial statements and notes thereto. The results of operations for any quarter are not necessarily indicative of the results of operations for any future period. First Quarter Second Quarter Third Quarter Fourth Quarter For the period from January 24, 2018 (inception) through December 31, 2018 Operating costs $ 814 $ 182,192 $ 223,597 $ 146,121 Interest income $ — $ 775,735 $ 1,820,909 $ 1,937,131 Provision for income taxes $ — $ (152,404 ) $ (371,891 ) $ (311,726 ) Net income (loss) $ (814 ) $ 441,139 $ 1,225,421 $ 1,479,284 Basic and diluted income per share, Class A common stock $ — $ 0.02 0.05 0.05 Basic and diluted income (loss) per share, Class B $ (0.00 ) $ (0.02 ) $ (0.06 ) $ (0.02 )

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	11 Months Ended
	Dec. 31, 2018
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2018.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At December 31, 2018, assets held in the Trust Account were comprised of $4,285 in cash and $355,628,990 in U.S. Treasury Bills.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is 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 occurrence of uncertain future events. The common stock subject to possible redemption will be based on the requirement that the Company may not redeem publicly owned shares in an amount that would cause the Company’s net tangible assets be less than $5,000,001 upon consummation of a Business Combination (so that it is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirements which may be contained in the agreement related to the Company’s Business Combination. Accordingly, at December 31, 2018, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $19,880,231 were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is determined under the guidance of ASC 820, “Fair Value Measurements,” is a market-based measurement and is determined based on the assumptions that market participants would use in pricing an asset or liability. The GAAP valuation hierarchy is based upon the transparency of using observable inputs and unobservable inputs in order to value the assets and liabilities inputs as of the measurement date. The three levels are defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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).
Revenue Recognition	Revenue Recognition The Company recognizes interest income when earned, typically on a monthly basis. The interest income is reinvested in the Trust Account, less money released to the Company to pay its franchise and income taxes.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2018, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Net Income (Loss ) per Common Share	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 46,850,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares 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 Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock outstanding for the period. Net loss per common share, basic and diluted for Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period.
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 interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its financial statements. The Company anticipates its first interim 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 any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Income Taxes (Tables)

Income Taxes (Tables)	11 Months Ended
	Dec. 31, 2018
Income Taxes [Abstract]
Income Tax Provision	The income tax provision for the period from January 24, 2018 (inception) through December 31, 2018 consists of the following: Federal Current $ 836,021 Deferred — State Current — Deferred — Change in valuation allowance — Income tax provision $ 836,021
Reconciliation of Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2018 is as follows: Statutory federal income tax rate (21.0 )% State taxes, net of federal tax benefit 0.0 % Income tax provision (benefit) (21.0 )%

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	11 Months Ended
	Dec. 31, 2018
Fair Value Measurements [Abstract]
Gross Holding Gains (Losses) and Fair Value of Held-to-Maturity Securities	The gross holding gains and fair value of held-to-maturity securities at December 31, 2018 are as follows: Held-To-Maturity Amortized Cost Gross Holding Gains Fair Value U.S. Treasury Securities (Mature on 2/14/2019) $ 177,713,107 $ 2,169 $ 177,715,276 U.S. Treasury Securities (Mature on 3/14/2019) 177,915,883 11,908 177,927,791 Total $ 355,628,990 $ 14,077 $ 355,643,067

Selected Quarterly Informatio_2

Selected Quarterly Information (Unaudited) (Tables)	11 Months Ended
	Dec. 31, 2018
Selected Quarterly Information (Unaudited) [Abstract]
Selected Quarterly Information	The following table presents summarized unaudited quarterly financial data for each of the four quarters for the period from January 24, 2018 (inception) through December 31, 2018. The data has been derived from the Company’s unaudited financial statements that, in management's opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information when read in conjunction with the financial statements and notes thereto. The results of operations for any quarter are not necessarily indicative of the results of operations for any future period. First Quarter Second Quarter Third Quarter Fourth Quarter For the period from January 24, 2018 (inception) through December 31, 2018 Operating costs $ 814 $ 182,192 $ 223,597 $ 146,121 Interest income $ — $ 775,735 $ 1,820,909 $ 1,937,131 Provision for income taxes $ — $ (152,404 ) $ (371,891 ) $ (311,726 ) Net income (loss) $ (814 ) $ 441,139 $ 1,225,421 $ 1,479,284 Basic and diluted income per share, Class A common stock $ — $ 0.02 0.05 0.05 Basic and diluted income (loss) per share, Class B $ (0.00 ) $ (0.02 ) $ (0.06 ) $ (0.02 )

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	May 17, 2018	Dec. 31, 2018
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from initial public offering	$ 345,000,000
Initial Public Offering [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	34,500,000	34,500,000
Gross proceeds from initial public offering	$ 345,000,000

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	11 Months Ended
	Dec. 31, 2018	May 17, 2018
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 0
Cash and marketable securities held in Trust Account [Abstract]
Assets held in the trust account	355,633,275
Offering Costs [Abstract]
Offering costs	19,880,231	$ 19,880,231
Concentration of Credit Risk [Abstract]
Federal deposit insurance coverage	250,000
U.S. Treasury Bills [Member]
Cash and marketable securities held in Trust Account [Abstract]
Assets held in the trust account	355,628,990
Minimum [Member]
Common stock subject to possible redemption [Abstract]
Threshold value of net tangible assets for Business Combinations	$ 5,000,001
Class A Common Stock [Member]
Net income (loss) per common share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)	46,850,000
Cash [Member]
Cash and marketable securities held in Trust Account [Abstract]
Assets held in the trust account	$ 4,285

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	May 17, 2018	Dec. 31, 2018
Initial Public Offering [Abstract]
Gross proceeds from initial public offering	$ 345,000,000
Exercise price of warrant (in dollars per share)		$ 0.01
Offering costs	19,880,231	$ 19,880,231
Underwriting fees	3,450,000
Deferred underwriting fees	15,525,000
Other costs	$ 905,231
Share value of residual assets remaining for distribution (in dollars per share)		$ 10.20
Maximum [Member]
Initial Public Offering [Abstract]
Interest on Trust Account that can be held to pay dissolution expenses		$ 100,000
Private Placement Warrant [Member]
Initial Public Offering [Abstract]
Unit price (in dollars per share)	$ 1
Exercise price of warrant (in dollars per share)	$ 11.50
Warrants issued (in shares)	12,350,000	12,350,000
Gross proceeds from issuance of warrants	$ 12,350,000
Class A Common Stock [Member] | Private Placement Warrant [Member]
Initial Public Offering [Abstract]
Number of securities called by each warrant (in shares)	1
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	34,500,000	34,500,000
Unit price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 345,000,000
Net proceeds from Initial Public Offering and Private Placement	$ 351,900,000
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per unit)	$ 10.20
Initial Public Offering [Member] | Public Warrant [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	1
Number of securities called by each warrant (in shares)	1
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	4,500,000

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details) - USD ($)	Jan. 26, 2018	Dec. 31, 2018
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor		$ 25,000
Number of trading days		20 days
Trading day threshold period		30 days
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, par value (in dollars per share)		$ 0.0001
Share price (in dollars per share)		18
Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, par value (in dollars per share)		$ 0.0001
Class B Common Stock [Member] | Maximum [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)		1,125,000
Sponsor [Member] | Class A Common Stock [Member]
Founder Shares [Abstract]
Number of trading days		20 days
Trading day threshold period		30 days
Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)		$ 12
Threshold period after initial Business Combination		150 days
Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)	8,625,000
Common stock, par value (in dollars per share)	$ 0.001
Proceeds from issuance of Class B common stock to Sponsor	$ 25,000
Ownership interest percentage threshold for Founder Shares	20.00%

Related Party Transactions, Pri

Related Party Transactions, Private Placement Warrants (Details) - USD ($)	May 17, 2018	Dec. 31, 2018
Private Placement Warrants [Abstract]
Exercise price of warrant (in dollars per share)		$ 0.01
Private Placement Warrant [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	12,350,000	12,350,000
Unit price (in dollars per share)	$ 1
Gross proceeds from issuance of warrants	$ 12,350,000
Exercise price of warrant (in dollars per share)	$ 11.50
Limitation period to transfer, assign or sell warrants		30 days
Private Placement Warrant [Member] | Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)	1

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans (Details) - USD ($)	May 17, 2018	Jan. 26, 2018	Dec. 31, 2018
Related Party Loans [Abstract]
Repayment of debt to related party			$ 213,000
Working Capital Loans that may be Convertible into Warrants [Member]
Related Party Loans [Abstract]
Unit price (in dollars per share)		$ 1
Sponsor [Member] | Promissory Note to Cover Expenses Related to Initial Public Offering [Member]
Related Party Loans [Abstract]
Monthly fees for office space, utilities and secretarial and administrative support		$ 300,000
Repayment of debt to related party	$ 213,000
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans that may be Convertible into Warrants [Member]
Related Party Loans [Abstract]
Monthly fees for office space, utilities and secretarial and administrative support			$ 1,500,000

Related Party Transactions, Adm

Related Party Transactions, Administrative Support Agreement (Details) - Sponsor [Member] - USD ($)	May 14, 2018	Dec. 31, 2018
Administrative Support Agreement [Abstract]
Fees incurred		$ 75,000
Amount payable		$ 5,000
Administrative Support Agreement [Member]
Administrative Support Agreement [Abstract]
Monthly fees for office space, utilities and secretarial and administrative support	$ 10,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	May 17, 2018USD ($)
Underwriters Agreement [Abstract]
Cash underwriting discount	1.00%
Underwriting expense	$ 3,450,000
Deferred underwriting discount	4.50%
Deferred underwriting fees	$ 15,525,000

Stockholder's Equity, Preferred

Stockholder's Equity, Preferred Stock and Common Stock (Details)	11 Months Ended
	Dec. 31, 2018$ / sharesshares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	5,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Conversion of stock at the time of an initial business combination (in shares)	1
Stock conversion percentage threshold	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	400,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Voting right per share	One vote
Common stock, shares issued (in shares)	1,927,221
Common stock, shares outstanding (in shares)	1,927,221
Common stock subject to possible redemption (in shares)	32,572,779
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	50,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Voting right per share	One vote
Common stock, shares issued (in shares)	8,625,000
Common stock, shares outstanding (in shares)	8,625,000

Stockholder's Equity, Warrants

Stockholder's Equity, Warrants (Details)	11 Months Ended
	Dec. 31, 2018$ / shares
Warrants [Abstract]
Period for warrants to become exercisable	30 days
Number of days to file registration statement	15 days
Period for registration statement to become effective	60 days
Expiration period of warrants	5 years
Exercise price of warrant (in dollars per share)	$ 0.01
Number of trading days	20 days
Trading day threshold period	30 days
Minimum [Member]
Warrants [Abstract]
Period for warrants to become exercisable	30 days
Maximum [Member]
Warrants [Abstract]
Period for warrants to become exercisable	12 months
Class A Common Stock [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended				11 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2018
Federal [Abstract]
Current					$ 836,021
Deferred					0
State [Abstract]
Current					0
Deferred					0
Change in valuation allowance					0
Income tax provision	$ 311,726	$ 371,891	$ 152,404	$ 0	836,021
Deferred Tax Assets and Liabilities [Abstract]
Deferred tax assets	0				0
Deferred tax liabilities	0				$ 0
Reconciliation of Federal Income Tax Rate [Abstract]
Statutory federal income tax rate					(21.00%)
State taxes, net of federal tax benefit					0.00%
Income tax provision (benefit)					(21.00%)
Federal [Member]
Operating Loss Carryforwards [Abstract]
Net operating loss carryovers	0				$ 0
State [Member]
Operating Loss Carryforwards [Abstract]
Net operating loss carryovers	$ 0				$ 0

Fair Value Measurements (Detail

Fair Value Measurements (Details)	11 Months Ended
	Dec. 31, 2018USD ($)
Debt Securities, Held-to-maturity [Abstract]
Cash held in the trust account	$ 355,633,275
US Treasury Securities [Member]
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized Cost	355,628,990
Gross Holding Gain	14,077
Fair Value	355,643,067
US Treasury Securities, Mature on 2/14/2019 [Member]
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized Cost	177,713,107
Gross Holding Gain	2,169
Fair Value	$ 177,715,276
Maturity, Date	Feb. 14, 2019
US Treasury Securities, Mature on 3/14/2019 [Member]
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized Cost	$ 177,915,883
Gross Holding Gain	11,908
Fair Value	$ 177,927,791
Maturity, Date	Mar. 14, 2019
Cash [Member]
Debt Securities, Held-to-maturity [Abstract]
Cash held in the trust account	$ 4,285

Selected Quarterly Informatio_3

Selected Quarterly Information (Unaudited) (Details) - USD ($)	3 Months Ended				11 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2018
Selected Quarterly Financial Information [Abstract]
Operating costs	$ 146,121	$ 223,597	$ 182,192	$ 814	$ 552,724
Interest income	1,937,131	1,820,909	775,735	0	4,533,775
Provision for income taxes	(311,726)	(371,891)	(152,404)	0	(836,021)
Net income (loss)	$ 1,479,284	$ 1,225,421	$ 441,139	$ (814)	$ 3,145,030
Class A Common Stock [Member]
Selected Quarterly Financial Information [Abstract]
Basic and diluted net income (loss) per share (in dollars per share)	$ 0.05	$ 0.05	$ 0.02	$ 0	$ 0.13
Class B Common Stock [Member]
Selected Quarterly Financial Information [Abstract]
Basic and diluted net income (loss) per share (in dollars per share)	$ (0.02)	$ (0.06)	$ (0.02)	$ 0	$ (0.15)