Romeo Power (RMO) 10-K 29 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	2 Months Ended
	Dec. 31, 2018	Mar. 29, 2019	Jun. 30, 2018
Entity Registrant Name	RMG Acquisition Corp.
Entity Central Index Key	0001757932
Trading Symbol	rmgun
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 0
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	true
Class A Common stock
Entity Common Stock, Shares Outstanding		23,000,000
Class B common stock
Entity Common Stock, Shares Outstanding		5,750,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2018USD ($)
Current assets:
Cash	$ 37,044
Prepaid expenses and other assets	32,152
Total current assets	69,196
Deferred offering costs associated with the proposed public offering	411,948
Total assets	481,144
Current liabilities:
Accounts payable	21,218
Accrued expenses	22,100
Due to related parties	115,381
Total current liabilities	158,699
Deferred legal fees	300,000
Total liabilities	458,699
Commitments and contingencies
Stockholder's Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,425
Accumulated deficit	(2,555)
Total stockholder's equity	22,445
Total Liabilities and Stockholder's Equity	481,144
Class A Common stock
Stockholder's Equity:
Common stock, value	0
Class B Common stock
Stockholder's Equity:
Common stock, value	575	[1]
Total stockholder's equity	$ 575
[1]	This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 19, 2019, the over-allotment was exercised in full; thus, these shares were no longer subject to forfeiture.

BALANCE SHEET (Parentheticals)

BALANCE SHEET (Parentheticals)	Dec. 31, 2018$ / sharesshares
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Number of class B common stock shares subject to forfeiture	750,000
Class A Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	0
Common stock shares outstanding	0
Class B Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,750,000
Common stock shares outstanding	5,750,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	2 Months Ended
	Dec. 31, 2018USD ($)$ / sharesshares
Income Statement [Abstract]
General and administrative expenses	$ 2,565
Loss from operations	(2,565)
Interest income	10
Net loss	$ (2,555)
Weighted average shares outstanding, basic and diluted | shares	5,000,000	[1]
Basic and diluted net loss per share | $ / shares	$ 0
[1]	This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 19, 2018, the over-allotment was exercised in full; thus, these shares were no longer subject to forfeiture.

STATEMENT OF OPERATIONS (Parent

STATEMENT OF OPERATIONS (Parentheticals)	Dec. 31, 2018shares
Income Statement [Abstract]
Number of class B common stock shares subject to forfeiture	750,000

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 2 months ended Dec. 31, 2018 - USD ($)		Class A Common stock	Class B Common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Oct. 22, 2018		$ 0	$ 0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor	[1]		$ 575	24,425		25,000
Issuance of Class B common stock to Sponsor (in shares)	[1]		5,750,000
Net loss					(2,555)	(2,555)
Balance at Dec. 31, 2018			$ 575	$ 24,425	$ (2,555)	$ 22,445
Balance (in shares) at Dec. 31, 2018		0	5,750,000
[1]	This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 19, 2019, the over-allotment was exercised in full; thus, these shares were no longer subject to forfeiture.

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parentheticals)	Dec. 31, 2018shares
Statement of Stockholders' Equity [Abstract]
Number of class B common stock shares subject to forfeiture	750,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	2 Months Ended
	Dec. 31, 2018USD ($)
Cash Flows from Operating Activities:
Net loss	$ (2,555)
Changes in operating assets and liabilities:
Prepaid expenses	(3,246)
Accounts payable	5,721
Net cash used in operating activities	(80)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds received under loans from related parties	75,000
Offering costs paid	(62,876)
Net cash provided by financing activities	37,124
Net increase in cash	37,044
Cash - beginning of the period	0
Cash - end of the period	37,044
Supplemental disclosure of noncash investing and financing activities:
Accrued offering costs	22,100
Deferred legal fees	300,000
Deferred offering costs included in loans from related parties	11,475
Deferred offering costs included in accounts payable	15,497
Prepaid and other expenses included in loans from related parties	$ 28,906

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations RMG Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in Delaware on October 22, 2018 (date of inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the diversified resources and industrial materials sectors. 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 October 22, 2018 (date of inception) through December 31, 2018 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Company’s Initial Public Offering was declared effective on February 12, 2019. The Company consummated its Initial Public Offering of 20,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200 million, and incurring offering costs of approximately $11.8 million, inclusive of $7 million in deferred underwriting commissions (Note 6). On February 19, 2019, the underwriters fully exercised its over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, which generated additional gross proceeds of $30.0 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 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 and the Anchor Investors (as defined in Note 3), generating gross proceeds of $6.0 million (Note 4). In connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased an additional 600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, which generated additional gross proceeds of $900,000. Upon the closing of the Initial Public Offering and Private Placement, $200 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 at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee, and were 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, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Subsequent to December 31, 2018, the Company received the net proceeds from the consummation of the Private Placement not held in Trust of $2.3 million to fund for its operating expenses. 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 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 (as defined below) (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. The Company will provide its holders of the outstanding Class A 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 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 anticipated to be $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 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity , conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“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 Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s 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 Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Company’s amended and restated certificate of incorporation If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (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 as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company 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 its Board, 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. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Business Combination within the prescribed time period. The Sponsor, officers and directors 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 Sponsor, officers or directors 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 of the Initial Public Offering have agreed to waive their rights to its deferred underwriting commission (see Note 6) 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 third party 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 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. 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 auditor 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 Securities Exchange Act of 1934, as amended) 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 election to opt out is irrevocable. The Company has irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” 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, 2018, the Company did not have any dilutive securities except for 750,000 shares of Class B common stock 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 presented. On February 19, 2019, the over-allotment option was exercised in full; thus, these shares were no longer subject to forfeiture. 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, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements ASC 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 825, Financial Instruments Use of Estimates The preparation of the balance sheet 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 balance sheet. Actual results could differ from those estimates. Deferred Offering Costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date of approximately $412,000 that are directly related to the Initial Public Offering. These costs were charged to stockholder’s equity upon the completion of the Initial Public Offering in February 2019. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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 is subject to income tax examinations by major taxing authorities since inception. Income taxes were deemed immaterial for the period from October 22, 2018 (inception) through . Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Company’s management does not believe that any 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	12 Months Ended
	Dec. 31, 2018
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On February 12, 2019, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). On February 19, 2019, the underwriters fully exercised its over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating additional gross proceeds of $30.0 million. Of the Units sold in the Initial Public Offering, an aggregate of 2,530,000 Units were purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and certain funds and accounts managed by Alta Fundamental Advisers LLC (together, the “Anchor Investors”).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2018
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement On February 12, 2019, the Company sold 4,000,000 Private Placement Warrants to the Sponsor and the Anchor Investors at $1.50 per warrant, generating gross proceeds of $6.0 million in the Private Placement. On February 19, 2019, in connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased 600,000 additional Private Placement Warrants, which generated additional gross proceeds of $900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the net proceeds from the Private Placement was 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 Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On November 6, 2018, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), for an aggregate price of $25,000. On December 17, 2018, the Company effectuated an 0.8-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 5,750,000 Founder Shares. In January 2019, the Sponsor forfeited to the Company 575,000 Founder Shares and the Anchor Investors purchased from the Company 575,000 Founder Shares for cash consideration of approximately $2,300. Additionally, the Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, these shares were no longer subject to forfeiture. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. Related Party Reimbursements and Loans The Sponsor agreed to cover expenses related to the Company’s formation and the Initial Public Offering (“Expenses Reimbursement”), and expected to be reimbursed upon the completion of the Initial Public Offering. As of December 31, 2018, an aggregate of approximately $115,000 in Expenses Reimbursement was outstanding. The Company repaid the Expenses Reimbursement to the Sponsor on February 19, 2019. 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 held in 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 is not completed, the Company may use a portion of the 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.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments?& Contingencies	Note 6 — 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 Class A common stock) pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder 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. 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 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On February 19, 2019, the underwriters fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In connection with the full exercise of the over-allotment option on February 19, 2019, an additional fee of $0.6 million in the aggregate was paid up front. In addition, $0.35 per unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. In connection with the full exercise of the over-allotment option on February 19, 2019, the underwriters were entitled to an additional deferred underwriting commission of $1.05 million (totaled $8.05 million in deferred underwriting commission). Lease Agreement In November 2018, the Company entered into a six-month lease agreement from January 15, 2019 to July 31, 2019 for its office space in New York. The agreement calls for a monthly rent of $10,000 and a security deposit of $20,000. The Company recorded the security deposit and January 2019 rent payment of approximately $25,000 in Prepaid expenses and other assets in the accompanying Balance Sheet. Deferred legal fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer all fees until the closing of a Business Combination. As of December 31, 2018, the Company recorded an aggregate of $300,000 in connection with such arrangement in deferred legal fees in the accompanying balance sheet.

Stockholder's Equity

Stockholder's Equity	12 Months Ended
	Dec. 31, 2018
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 7 — Stockholder’s Equity Common stock Class A Common stock Class B Common stock On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, were no longer subject to forfeiture. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. Preferred Stock Warrants —  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 Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of 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 Sponsor and the Company’s officers and directors 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 last sale price of the 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. Additionally, commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of Class A common stock determined by reference to the table set forth in the Company’s prospectus relating to the Initial Public Offering based on the redemption date and the “fair market value” of the Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The “fair market value” of the Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. 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 Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. If, in connection with the closing of the initial Business Combination, the Company issues additional shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, the warrant exercise price will be adjusted to be equal to 115% of the price received in the new issuance. The Company adopted the provisions of ASU 2017-11 in recognizing the warrants during the 1 st st Additionally, in no event will the Company be required to net cash settle the warrants 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.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company did not identify any subsequent events that would have required adjustment to the financial statements or disclosure in the footnotes, except for i) the closing of the Initial Public Offering and Private Placement, and the underwriters’ full exercise of their over-allotment option as disclosed in Notes 1, 3 and 4, and ii) the Anchor Investors’ purchase from the Company of 575,000 Founder Shares for cash consideration of approximately $2,300 as disclosed in Note 5.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	2 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.
Emerging Growth Company	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 auditor 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 Securities Exchange Act of 1934, as amended) 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 election to opt out is irrevocable. The Company has irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” 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, 2018, the Company did not have any dilutive securities except for 750,000 shares of Class B common stock 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 presented. On February 19, 2019, the over-allotment option was exercised in full; thus, these shares were no longer subject to forfeiture.
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, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value Measurements	Fair Value Measurements ASC 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 825, Financial Instruments
Use of Estimates	Use of Estimates The preparation of the balance sheet 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 balance sheet. Actual results could differ from those estimates.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date of approximately $412,000 that are directly related to the Initial Public Offering. These costs were charged to stockholder’s equity upon the completion of the Initial Public Offering in February 2019.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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 is subject to income tax examinations by major taxing authorities since inception. Income taxes were deemed immaterial for the period from October 22, 2018 (inception) through .
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Description of Organization a_2

Description of Organization and Business Operations (Detail Textuals)	Feb. 12, 2019USD ($)$ / shares$ / Unitshares	Feb. 19, 2019USD ($)$ / shares$ / Unitshares	Dec. 31, 2018USD ($)$ / shares	Dec. 31, 2018USD ($)$ / shares$ / Unit
Subsidiary, Sale of Stock [Line Items]
Initial offering cost			$ 62,876
Warrants exercise price | $ / shares			$ 0.01	$ 0.01
Net proceeds from sale of units in Initial Public Offering and Private Placement held in trust account				$ 200,000,000
Sale of units, price per unit | $ / Unit				10
Net proceeds from consummation of Private Placement not held in trust				$ 2,300,000
Minimum amount of net tangible assets for business combination			$ 5,000,001	$ 5,000,001
Redemption percentage of public shares				100.00%
Amount of interest released to pay dissolution expenses				$ 100,000
Amount per share initially held in trust account | $ / shares			$ 10	$ 10
Class A Common stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value | $ / shares			$ 0.0001	$ 0.0001
Initial Public Offering | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	20,000,000
Units issue price per unit | $ / Unit	10
Gross proceeds from units issued	$ 200,000,000
Initial offering cost	11,800,000
Deferred underwriting commissions	$ 7,000,000
Over allotment option
Subsidiary, Sale of Stock [Line Items]
Initial offering cost		$ 4,000,000
Over allotment option | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares		3,000,000
Units issue price per unit | $ / Unit		10
Gross proceeds from units issued		$ 30,000,000
Over allotment option | Sponsor and Anchor Investors | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of Warrant issued | shares		600,000
Warrants exercise price | $ / shares		$ 1.50
Proceeds from issuance of warrants		$ 900,000
Private Placement | Sponsor and Anchor Investors | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of Warrant issued | shares	4,000,000
Warrants exercise price | $ / shares	$ 1.50
Proceeds from issuance of warrants	$ 6,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Detail Textuals)	12 Months Ended
	Dec. 31, 2018USD ($)shares
Accounting Policies [Abstract]
Number of Class B Common Stock shares included in dilutive securities | shares	750,000
Federal Depository Insurance Coverage, amount	$ 250,000
Deferred offering costs related to Initial Public Offering	$ 412,000

Initial Public Offering (Detail

Initial Public Offering (Detail Textuals) - Subsequent event $ in Millions	Feb. 12, 2019USD ($)$ / Unitshares	Feb. 19, 2019USD ($)$ / Unitshares
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	20,000,000
Units issue price per unit | $ / Unit	10
Gross proceeds from units issued | $	$ 200
Description of Initial Public Offering unit	Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant ("Public Warrant").
Initial Public Offering | Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Number of units issued	2,530,000
Over allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued		3,000,000
Units issue price per unit | $ / Unit		10
Gross proceeds from units issued | $		$ 30
Description for public warrant right		Each whole Public Warrant will entitle the holder to purchase one Class A common stock at an exercise price of $11.50 per share, subject to adjustment

Private Placement (Detail Textu

Private Placement (Detail Textuals) - USD ($)	Feb. 12, 2019	Feb. 19, 2019	Dec. 31, 2018
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price			$ 0.01
Private Placement | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Description of private placement warrant right	Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share.
Private Placement | Sponsor and Anchor Investors | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of Warrant issued	4,000,000
Warrants exercise price	$ 1.50
Proceeds from issuance of warrants	$ 6,000,000
Over allotment option | Sponsor and Anchor Investors | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of Warrant issued		600,000
Warrants exercise price		$ 1.50
Proceeds from issuance of warrants		$ 900,000

Related Party Transactions (Det

Related Party Transactions (Detail Textuals) - USD ($)		Nov. 06, 2018	Jan. 31, 2019	Dec. 17, 2018	Dec. 31, 2018	Dec. 31, 2018
Related Party Transaction [Line Items]
Issuance of Class B common stock to Sponsor	[1]				$ 25,000
Outstanding reimbursement expenses					$ 115,381	$ 115,381
Warrants exercise price					$ 0.01	$ 0.01
Class B common stock
Related Party Transaction [Line Items]
Issuance of Class B common stock to Sponsor (in shares)	[1]				5,750,000
Common stock, par value					$ 0.0001	$ 0.0001
Issuance of Class B common stock to Sponsor	[1]				$ 575
Common stock shares outstanding					5,750,000	5,750,000
Sponsor
Related Party Transaction [Line Items]
Reverse split ratio				0.8-for-1
Common stock shares outstanding				5,750,000
Outstanding reimbursement expenses					$ 115,000	$ 115,000
Working capital loans, amount					$ 1,500,000	$ 1,500,000
Warrants exercise price					$ 1.50	$ 1.50
Sponsor | Subsequent event
Related Party Transaction [Line Items]
Forfeited shares			575,000
Sponsor | Subsequent event | Maximum
Related Party Transaction [Line Items]
Forfeited shares			750,000
Sponsor | Class B common stock
Related Party Transaction [Line Items]
Issuance of Class B common stock to Sponsor (in shares)		7,187,500
Common stock, par value		$ 0.0001
Issuance of Class B common stock to Sponsor		$ 25,000
Forfeited shares						750,000
Anchor Investors | Class B common stock | Subsequent event
Related Party Transaction [Line Items]
Issuance of Class B common stock to Sponsor (in shares)			575,000
Issuance of Class B common stock to Sponsor			$ 2,300
[1]	This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 19, 2019, the over-allotment was exercised in full; thus, these shares were no longer subject to forfeiture.

Commitments & Contingencies (De

Commitments & Contingencies (Detail Textuals) - USD ($)	Feb. 12, 2019	Feb. 19, 2019	Nov. 30, 2018	Dec. 31, 2018
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price				$ 0.01
Initial offering cost				$ 62,876
Prepaid expenses and other assets				32,152
Deferred legal fees				$ 300,000
Underwriting Agreement | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commissions		$ 8,050,000
Lease Agreement
Subsidiary, Sale of Stock [Line Items]
Monthly rent			$ 10,000
Security deposit			20,000
Prepaid expenses and other assets			$ 25,000
Over allotment option
Subsidiary, Sale of Stock [Line Items]
Underwriting discount per unit		$ 0.20
Initial offering cost		$ 4,000,000
Over allotment option | Underwriting Agreement | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of Warrant issued		3,000,000
Warrants exercise price		$ 10
Deferred underwriting commissions		$ 1,050,000
Fees paid to underwriter		$ 600,000
Initial Public Offering | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Initial offering cost	$ 11,800,000
Deferred underwriting commissions	$ 7,000,000
Initial Public Offering | Underwriting Agreement | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Underwriting discount per unit	$ 0.20
Deferred underwriting commission per unit	$ 0.35
Deferred underwriting commissions	$ 7,000,000
Fees paid to underwriter	$ 4,000,000

Stockholder's Equity (Detail Te

Stockholder's Equity (Detail Textuals) - $ / shares	1 Months Ended			12 Months Ended
	Feb. 19, 2019	Jan. 31, 2019	Dec. 17, 2018	Dec. 31, 2018	Nov. 06, 2018
Stockholders Equity [Line Items]
Preferred stock, shares authorized				1,000,000
Warrants exercise price				$ 0.01
Number of days for written notice of redemption				30 days
Common stock equals or exceeds for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date				$ 18
Additionally minimum price of public warrants become exercisable prior written notice of redemption				10
Convertible exercisable or exchangeable for shares of common stock at an issue price				$ 9.20
Percentage of warrant exercise price in new issuance				115.00%
Sponsor
Stockholders Equity [Line Items]
Reverse split ratio			0.8-for-1
Common stock shares outstanding			5,750,000
Warrants exercise price				$ 1.50
Sponsor | Subsequent event
Stockholders Equity [Line Items]
Forfeited shares		575,000
Class A Common stock
Stockholders Equity [Line Items]
Common stock, shares authorized				100,000,000
Common stock, par value (in dollars per share)				$ 0.0001
Common stock shares outstanding				0
Class B Common stock
Stockholders Equity [Line Items]
Common stock, shares authorized				10,000,000
Common stock, par value (in dollars per share)				$ 0.0001
Common stock shares outstanding				5,750,000
Percentage of issued and outstanding common stock after the initial public offering				20.00%
Class B Common stock | Sponsor
Stockholders Equity [Line Items]
Common stock, par value (in dollars per share)					$ 0.0001
Forfeited shares				750,000
Class B Common stock | Sponsor | Subsequent event
Stockholders Equity [Line Items]
Number of shares issued to underwriter	750,000

Subsequent Events (Detail Textu

Subsequent Events (Detail Textuals) - USD ($)		1 Months Ended	2 Months Ended
		Jan. 31, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Issuance of Class B common stock to Sponsor	[1]		$ 25,000
Class B common stock
Subsequent Event [Line Items]
Issuance of Class B common stock to Sponsor (in shares)	[1]		5,750,000
Issuance of Class B common stock to Sponsor	[1]		$ 575
Subsequent event | Anchor Investors | Class B common stock
Subsequent Event [Line Items]
Issuance of Class B common stock to Sponsor (in shares)		575,000
Issuance of Class B common stock to Sponsor		$ 2,300
[1]	This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 19, 2019, the over-allotment was exercised in full; thus, these shares were no longer subject to forfeiture.