Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 14, 2019 | |
Entity Registrant Name | RMG Acquisition Corp. | |
Entity Central Index Key | 0001757932 | |
Trading Symbol | rmgun | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | 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 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 1,982,511 | $ 37,044 |
Prepaid expenses and other assets | 315,398 | 32,152 |
Total current assets | 2,297,909 | 69,196 |
Restricted cash equivalents held in Trust Account | 1,003,028 | |
Marketable securities held in Trust Account, at fair value | 229,703,119 | |
Deferred offering costs associated with the proposed public offering | 411,948 | |
Total assets | 233,004,056 | 481,144 |
Current liabilities: | ||
Accounts payable | 248,207 | 21,218 |
Accrued expenses | 266,426 | 22,100 |
Due to related parties | 115,381 | |
Franchise tax payable | 50,000 | |
Income tax payable | 137,791 | |
Total current liabilities | 702,424 | 158,699 |
Deferred legal fees | 450,000 | 300,000 |
Deferred underwriting commissions | 8,050,000 | |
Total liabilities | 9,202,424 | 458,699 |
Commitments and contingencies | ||
Class A common stock, $0.0001 par value; 21,880,163 and 0 shares subject to possible redemption at $10 per share at March 31, 2019 and December 31, 2018, respectively | 218,801,630 | |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 4,676,876 | 24,425 |
Accumulated deficit | 322,439 | (2,555) |
Total stockholders' equity | 5,000,002 | 22,445 |
Total Liabilities and Stockholders' Equity | 233,004,056 | 481,144 |
Class A Common stock | ||
Stockholders' Equity: | ||
Common stock, value | 112 | 0 |
Total stockholders' equity | 112 | 0 |
Class B Common stock | ||
Stockholders' Equity: | ||
Common stock, value | 575 | 575 |
Total stockholders' equity | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common stock | ||
Temporary equity, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares subject to possible redemption | 21,880,163 | 0 |
Temporary equity, redemption price per share (in dollars per share) | $ 10 | $ 10 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,119,837 | 0 |
Common stock shares outstanding | 1,119,837 | 0 |
Number of shares issued for possible redemption | 21,880,163 | 0 |
Class B Common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock shares outstanding | 5,750,000 | 5,750,000 |
STATEMENT OF OPERATIONS (UNAUDI
STATEMENT OF OPERATIONS (UNAUDITED) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
General and administrative costs | $ 196,035 |
Franchise tax expense | 50,000 |
Loss from operations | (246,035) |
Interest income | 3,663 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 705,214 |
Income before income tax expense | 462,842 |
Income tax expense | 137,848 |
Net income | 324,994 |
Class A Common stock | |
Net income | $ 518,299 |
Weighted average shares outstanding, basic and diluted (in shares) | shares | 22,562,500 |
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares | $ 0.02 |
Class B Common stock | |
Net income | $ (193,305) |
Weighted average shares outstanding, basic and diluted (in shares) | shares | 5,750,000 |
Basic and diluted net income (loss) per share (in dollars per share) | $ / shares | $ (0.03) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - 3 months ended Mar. 31, 2019 - USD ($) | Class A Common stock | Class B Common stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Dec. 31, 2018 | $ 0 | $ 575 | $ 24,425 | $ (2,555) | $ 22,445 |
Balance (in shares) at Dec. 31, 2018 | 0 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to anchor investors | $ 58 | 2,255 | 2,313 | ||
Issuance of Class B common stock to anchor investors (in shares) | 575,000 | ||||
Forfeiture of Class B common stock from Sponsor | $ (58) | 58 | |||
Forfeiture of Class B common stock from Sponsor (in shares) | (575,000) | ||||
Sale of units in initial public offering, gross | $ 2,300 | 229,997,700 | 230,000,000 | ||
Sale of units in initial public offering, gross (in shares) | 23,000,000 | ||||
Offering costs | (13,448,120) | (13,448,120) | |||
Sale of private placement warrants to Sponsor in private placement | 6,900,000 | 6,900,000 | |||
Common stock subject to possible redemption | $ (2,188) | (218,799,442) | (218,801,630) | ||
Common stock subject to possible redemption (in shares) | (21,880,163) | ||||
Net income | $ 518,299 | $ (193,305) | 324,994 | 324,994 | |
Balance at Mar. 31, 2019 | $ 112 | $ 575 | $ 4,676,876 | $ 322,439 | $ 5,000,002 |
Balance (in shares) at Mar. 31, 2019 | 1,119,837 | 5,750,000 |
STATEMENT OF CASH FLOWS (UNAUDI
STATEMENT OF CASH FLOWS (UNAUDITED) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 324,994 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (705,214) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (206,820) |
Accounts payable | 153,717 |
Accrued expenses | 5,000 |
Due to related parties | (40,381) |
Franchise tax payable | 50,000 |
Income tax payable | 137,791 |
Net cash used in operating activities | (280,913) |
Cash Flows from Investing Activities | |
Purchase of marketable securities held in Trust Account | (228,997,905) |
Net cash used in investing activities | (228,997,905) |
Cash Flows from Financing Activities: | |
Proceeds received under loans from related parties | 38,501 |
Repayment of loans to related parties | (113,501) |
Proceeds from issuance of Class B common stock to anchor investors | 2,313 |
Proceeds received from initial public offering, gross | 230,000,000 |
Proceeds received from private placement | 6,900,000 |
Offering costs paid | (4,600,000) |
Net cash provided by financing activities | 232,227,313 |
Net increase in cash and cash equivalents | 2,948,495 |
Cash - beginning of the period | 37,044 |
Cash and cash equivalents held in Trust Account - end of the period | 2,985,539 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued expenses | 185,000 |
Offering costs included in accounts payable | 73,272 |
Prepaid expenses included in accrued expenses | 76,426 |
Forfeiture of Class B common stock from Sponsor | 58 |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 |
Deferred legal fees in connection with the initial public offering | 150,000 |
Reclassification of deferred offering costs to equity upon completion of the initial public offering | 670,220 |
Value of common stock subject to possible redemption | $ 218,801,630 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019, the Company had not commenced any operations. All activity for the period from October 22, 2018 (date of inception) through March 31, 2019 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. 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”), and on February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments 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, $230 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. 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, or February 12, 2021 (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 | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim financial statements are 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 SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019. 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. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Net Income (Loss) per Common Stock 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 The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. Reconciliation of Net Income per Common Stock The Company’s net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted loss per Class A common stock is calculated as follows: For the three months ended March 31, 2019 Interest income and gain on marketable securities $ 708,877 Expenses available to be paid with interest income from Trust (187,848 ) Net income available to holders of Class A common stock 518,299 Net income $ 324,994 Less: Income attributable to Class A common stock (518,299 ) Net loss attributable to holders of Class B common stock $ (193,305 ) Weighted average shares outstanding of Class A common stock 22,562,500 Basic and diluted net income per share, Class A $ 0.02 Weighted average shares outstanding of Class B common stock 5,750,000 Basic and diluted net income per share, Class B $ (0.03 ) 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 March 31, 2019 and 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. 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 had approximately $1.0 million and $0 in cash equivalents held in Trust Account as of March 31, 2019 and December 31, 2018, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: March 31, 2019 Cash $ 1,982,511 Restricted cash equivalents held in Trust Account 1,003,028 Total cash, cash equivalents shown in the statement of cash flows $ 2,985,539 Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on on marketable securities (net), dividends and interest, held in Trust Account in the accompanying condensed statement of operations. The estimated fair values of financial instruments are determined using available market information. 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 condensed interim financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements. Actual results could differ from those estimates. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million 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 March 31, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 their 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 | 3 Months Ended |
Mar. 31, 2019 | |
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 and the management 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. The Company borrowed approximately $153,000 under the Expenses Reimbursement and fully repaid this amount to the related parties as of March 31, 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. 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 as of December 31, 2018. As of March 31, 2019, $20,000 related to the security deposit was recorded in Prepaid expenses and other assets. For the three months ended March 31, 2019, the Company recorded rent expense of approximately $30,000. 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 March 31, 2019 and December 31, 2018, the Company recorded an aggregate of $450,000 and $300,000 in connection with such arrangement in deferred legal fees in the accompanying balance sheet, respectively. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2019 | |
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. As a result, there were 5,750,000 shares of Class B common stock outstanding as of March 31, 2019 and December 31, 2018. 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 three months ended March 31, 2019. As a result, this exercise price reset provision was excluded from the assessment of whether the warrants are considered indexed to the Company’s own stock. The warrants otherwise meet the requirements for equity classification, as such were initially classified in stockholder’s equity during the three months ended March 31, 2019. The Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common shareholders in computing basic earnings per share. 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Active Significant Other Significant Other Description (Level 1) (Level 2) (Level 3) Assets held in Trust: U.S. Treasury Securities $ 229,703,119 $ - $ - Cash equivalents - money market funds 1,003,028 - - $ 230,706,147 $ - $ - Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2019. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Note 9 — Accrued Expenses Accrued expenses consist of the following: March 31, 2019 December 31, 2018 Accrued offering costs $ 185,000 $ 22,100 Accrued professional fees 5,000 - Accrued listing fees 76,426 - $ 266,426 $ 22,100 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company did not identify any subsequent events that would have required adjustment to the financial statements or disclosure in the footnotes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements are 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 SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019. |
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. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity |
Net Income (Loss) per Common Stock | Net Income (Loss) per Common Stock 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 The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. Reconciliation of Net Income per Common Stock The Company’s net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted loss per Class A common stock is calculated as follows: For the three months ended March 31, 2019 Interest income and gain on marketable securities $ 708,877 Expenses available to be paid with interest income from Trust (187,848 ) Net income available to holders of Class A common stock 518,299 Net income $ 324,994 Less: Income attributable to Class A common stock (518,299 ) Net loss attributable to holders of Class B common stock $ (193,305 ) Weighted average shares outstanding of Class A common stock 22,562,500 Basic and diluted net income per share, Class A $ 0.02 Weighted average shares outstanding of Class B common stock 5,750,000 Basic and diluted net income per share, Class B $ (0.03 ) |
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 March 31, 2019 and 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. |
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 had approximately $1.0 million and $0 in cash equivalents held in Trust Account as of March 31, 2019 and December 31, 2018, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: March 31, 2019 Cash $ 1,982,511 Restricted cash equivalents held in Trust Account 1,003,028 Total cash, cash equivalents shown in the statement of cash flows $ 2,985,539 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on on marketable securities (net), dividends and interest, held in Trust Account in the accompanying condensed statement of operations. The estimated fair values of financial instruments are determined using available market information. |
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 condensed interim financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements. Actual results could differ from those estimates. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million 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 March 31, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
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 other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common stock | For the three months ended March 31, 2019 Interest income $ 708,877 Expenses available to be paid with interest income from Trust (187,848 ) Net income available to holders of Class A common stock 518,299 Net income $ 324,994 Less: Income attributable to Class A common stock (518,299 ) Net loss attributable to holders of Class B common stock $ (193,305 ) Weighted average shares outstanding of Class A common stock 22,562,500 Basic and diluted net income per share, Class A $ 0.02 Weighted average shares outstanding of Class B common stock 5,750,000 Basic and diluted net income per share, Class B $ (0.03 ) |
Schedule of reconciliation of cash and cash equivalents | March 31, 2019 Cash $ 1,982,511 Restricted cash equivalents held in Trust Account 1,003,028 Total cash, cash equivalents shown in the statement of cash flows $ 2,985,539 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured on a recurring basis | Quoted Prices in Active Significant Other Significant Other Description (Level 1) (Level 2) (Level 3) Assets held in Trust: U.S. Treasury Securities $ 229,703,119 $ - $ - Cash equivalents - money market funds 1,003,028 - - $ 230,706,147 $ - $ - |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | March 31, 2019 December 31, 2018 Accrued offering costs $ 185,000 $ 22,100 Accrued professional fees 5,000 - Accrued listing fees 76,426 - $ 266,426 $ 22,100 |
Description of Organization a_2
Description of Organization and Business Operations (Detail Textuals) | Feb. 12, 2019USD ($)$ / shares$ / Unitshares | Feb. 19, 2019USD ($)$ / shares$ / Unitshares | Mar. 31, 2019USD ($)$ / shares$ / Unit | Dec. 31, 2018USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred underwriting commissions | $ 8,050,000 | |||
Warrants exercise price | $ / shares | $ 0.01 | |||
Net proceeds from sale of units in Initial Public Offering and Private Placement held in trust account | $ 230,000,000 | |||
Sale of units, price per unit | $ / Unit | 10 | |||
Minimum percentage specified for aggregate fair market value of assets held in Trust Account | 80.00% | |||
Threshold percentage of outstanding voting securities in business combination | 50.00% | |||
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 (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Minimum threshold percentage of common stock sold in initial public offering | 20.00% | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 20,000,000 | |||
Units issue price per unit | $ / Unit | 10 | |||
Initial Public Offering | Underwriting Agreement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Initial offering cost | $ 13,400,000 | |||
Deferred underwriting commissions | $ 8,050,000 | |||
Over allotment option | Underwriting Agreement | ||||
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 | $ 230,000,000 | |||
Over allotment option | Sponsor and Anchor Investors | ||||
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 | ||||
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_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Summary Of Significant Accounting Policies [Line Items] | |
Interest income and gain on marketable securities | $ 708,877 |
Expenses available to be paid with interest income from Trust | (187,848) |
Net income (loss) | 324,994 |
Class A Common stock | |
Summary Of Significant Accounting Policies [Line Items] | |
Net income (loss) | 518,299 |
Less: Income attributable | $ (518,299) |
Weighted average shares outstanding | shares | 22,562,500 |
Basic and diluted net income per share | $ / shares | $ 0.02 |
Class B common stock | |
Summary Of Significant Accounting Policies [Line Items] | |
Net income (loss) | $ (193,305) |
Weighted average shares outstanding | shares | 5,750,000 |
Basic and diluted net income per share | $ / shares | $ (0.03) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash | $ 1,982,511 | $ 37,044 |
Restricted cash equivalents held in Trust Account | 1,003,028 | |
Total cash, cash equivalents shown in the statement of cash flows | $ 2,985,539 | $ 37,044 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Detail Textuals) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents held in Trust Account | $ 1,000,000 | $ 0 |
Federal Depository Insurance Coverage, amount | 250,000 | |
Offering costs related to Initial Public Offering | $ 13,400,000 | |
Effective Statutory Income tax rate | 29.00% | |
Percentage of state and local income taxes | 21.00% | |
Class A Common stock | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of shares issued for possible redemption | 21,880,163 | 0 |
Number of common stock would be anti-dilutive under treasury stock method | 12,266,666 |
Initial Public Offering (Detail
Initial Public Offering (Detail Textuals) $ / shares in Units, $ in Millions | Feb. 12, 2019$ / Unitshares | Feb. 19, 2019USD ($)$ / shares$ / Unitshares | Mar. 31, 2019$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
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") | ||
Warrants exercise price | $ / shares | $ 0.01 | ||
Class A Common stock | Public warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants exercise price | $ / shares | $ 11.50 | ||
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 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 20,000,000 | ||
Units issue price per unit | $ / Unit | 10 | ||
Initial Public Offering | Anchor Investors | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 2,530,000 | ||
Over allotment option | Underwriting Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,000,000 | ||
Units issue price per unit | $ / Unit | 10 | ||
Additional gross proceeds | $ | $ 30 |
Private Placement (Detail Textu
Private Placement (Detail Textuals) - USD ($) | Feb. 12, 2019 | Feb. 19, 2019 | Mar. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||
Warrants exercise price | $ 0.01 | ||
Private Placement | Class A Common stock | Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants exercise price | $ 11.50 | ||
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 | |||
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 | |||
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||
Issuance of Class B common stock to Sponsor | $ 230,000,000 | ||||
Outstanding reimbursement expenses | $ 115,381 | ||||
Warrants exercise price | $ 0.01 | ||||
Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock shares outstanding | 5,750,000 | 5,750,000 | |||
Number of forfeited shares | 575,000 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Reverse split ratio | 0.8-for-1 | ||||
Common stock shares outstanding | 5,750,000 | ||||
Outstanding reimbursement expenses | $ 153,000 | ||||
Working capital loans, amount | $ 1,500,000 | ||||
Warrants exercise price | $ 1.50 | ||||
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 (in dollars per share) | $ 0.0001 | ||||
Issuance of Class B common stock to Sponsor | $ 25,000 | ||||
Number of forfeited shares | 575,000 | ||||
Sponsor | Class B common stock | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Number of forfeited shares | 750,000 | ||||
Anchor Investors | Class B common stock | |||||
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 |
Commitments & Contingencies (De
Commitments & Contingencies (Detail Textuals) | 1 Months Ended | 3 Months Ended | |||
Feb. 19, 2019USD ($)$ / shares$ / Unitshares | Nov. 30, 2018USD ($) | Mar. 31, 2019USD ($) | Feb. 12, 2019$ / Unitshares | Dec. 31, 2018USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||
Payment made upon closing of Initial Public Offering | $ 4,600,000 | ||||
Deferred underwriting commissions | 8,050,000 | ||||
Monthly rent | 30,000 | ||||
Security deposit | 20,000 | ||||
Prepaid expenses and other assets | 315,398 | $ 32,152 | |||
Deferred legal fees | $ 450,000 | $ 300,000 | |||
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 | Underwriting Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 3,000,000 | ||||
Units issue price per unit | $ / Unit | 10 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 20,000,000 | ||||
Units issue price per unit | $ / Unit | 10 | ||||
Initial Public Offering | Underwriting Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Underwriting discount per unit | $ / shares | $ 0.20 | ||||
Payment made upon closing of Initial Public Offering | $ 4,600,000 | ||||
Deferred underwriting commission per unit | $ / shares | $ 0.35 | ||||
Deferred underwriting commissions | $ 8,050,000 |
Stockholder's Equity (Detail Te
Stockholder's Equity (Detail Textuals) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 19, 2019 | Jan. 31, 2019 | Dec. 17, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 06, 2018 | |
Stockholders Equity [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 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] | ||||||
Common stock shares outstanding | 5,750,000 | |||||
Reverse split ratio | 0.8-for-1 | |||||
Warrants exercise price | $ 1.50 | |||||
Class A Common stock | ||||||
Stockholders Equity [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Number of shares issued for possible redemption | 21,880,163 | 0 | ||||
Common stock, shares issued | 1,119,837 | 0 | ||||
Common stock shares outstanding | 1,119,837 | 0 | ||||
Common stock shares issued included possible redemption | 23,000,000 | |||||
Common stock shares outstanding included possible redemption | 23,000,000 | |||||
Class B Common stock | ||||||
Stockholders Equity [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 5,750,000 | 5,750,000 | ||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | ||||
Number of forfeited shares | 575,000 | |||||
Percentage of issued and outstanding common stock after the initial public offering | 20.00% | |||||
Voting rights of common stock | one vote | |||||
Class B Common stock | Sponsor | ||||||
Stockholders Equity [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Number of forfeited shares | 575,000 | |||||
Number of shares issued to underwriter | 750,000 | |||||
Class B Common stock | Sponsor | Maximum | ||||||
Stockholders Equity [Line Items] | ||||||
Number of forfeited shares | 750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring basis | Mar. 31, 2019USD ($) |
Quoted Prices in Active Markets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | $ 230,706,147 |
Quoted Prices in Active Markets (Level 1) | U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | 229,703,119 |
Quoted Prices in Active Markets (Level 1) | Cash equivalents - money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | 1,003,028 |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | 0 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | 0 |
Significant Other Observable Inputs (Level 2) | Cash equivalents - money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | 0 |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | 0 |
Significant Other Unobservable Inputs (Level 3) | U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | 0 |
Significant Other Unobservable Inputs (Level 3) | Cash equivalents - money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in Trust | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities, Current [Abstract] | ||
Accrued offering costs | $ 185,000 | $ 22,100 |
Accrued professional fees | 5,000 | 0 |
Accrued listing fees | 76,426 | 0 |
Accrued expenses | $ 266,426 | $ 22,100 |