Luminar (LAZR) 10-Q 9 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 09, 2019
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Registrant Name	Gores Metropoulos, Inc.
Entity Central Index Key	0001758057
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity File Number	001-38791
Entity Tax Identification Number	831804317
Entity Address, Address Line One	9800 Wilshire Blvd.
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
Class A Common Stock
Entity Information [Line Items]
Trading Symbol	GMHI
Entity Common Stock, Shares Outstanding		40,000,000
Class F Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		10,000,000
Warrants
Entity Information [Line Items]
Trading Symbol	GMHIW
Units
Entity Information [Line Items]
Trading Symbol	GMHIU

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 271,007	$ 52,489
Deferred offering costs		437,375
Prepaid assets	250,891
Total current assets	521,898	489,864
Investments and cash held in Trust Account	403,886,144
Total assets	404,408,042	489,864
Current liabilities:
Accrued expenses, formation and offering costs	29,053	335,418
State franchise tax accrual	100,000	1,431
Current income tax payable	27,050
Notes and advances payable – related party		150,000
Total current liabilities	156,103	486,849
Deferred underwriting compensation	14,000,000
Deferred income tax payable	359,203
Total liabilities	14,515,306	486,849
Commitments and Contingencies:
Class A subject to possible redemption, 38,489,273 (at redemption value of $10.00 per share)	384,892,730
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Additional paid-in capital	2,266,014	23,922
Net income/(Accumulated deficit)	2,732,841	(21,985)
Total stockholders’ equity	5,000,006	3,015
Total liabilities and stockholders’ equity	404,408,042	489,864
Class A Common Stock
Stockholders’ equity:
Common stock, value	151
Total stockholders’ equity	151
Class F Common Stock
Stockholders’ equity:
Common stock, value	1,000	1,078
Total stockholders’ equity	$ 1,000	$ 1,078

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Class A subject to possible redemption, shares	38,489,273
Class A subject to possible redemption, redemption value per share	$ 10
Preferred stock, par value	$ 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
Common stock, shares authorized	220,000,000
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	1,510,727
Common stock, shares outstanding	1,510,727
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,000,000	10,000,000
Common stock, shares outstanding	10,000,000	10,000,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Professional fees and other expenses	$ (140,925)	$ (309,984)
State franchise taxes, other than income tax	(50,000)	(100,000)
Net loss from operations	(190,925)	(409,984)
Other income - interest income	2,500,856	3,892,361
Net income before income taxes	2,309,931	3,482,377
Income tax - current	(368,348)	(368,348)
Income tax - deferred	(80,947)	(359,203)
Net Income attributable to common shares	1,860,636	2,754,826
Class A Common Stock
Net Income attributable to common shares	$ 1,987,592	$ 3,029,171
Net income/(loss) per ordinary share:
Net income per ordinary share - basic and diluted	$ 0.05	$ 0.09
Class F Common Stock
Net Income attributable to common shares	$ (126,956)	$ (274,345)
Net income/(loss) per ordinary share:
Net income per ordinary share - basic and diluted	$ (0.01)	$ (0.03)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)	Total	Class A Ordinary Shares	Class F Ordinary Shares	Additional Paid-In Capital	Net Income/ (Acc. Deficit)
Beginning Balance at Dec. 31, 2018	$ 3,015		$ 1,078	$ 23,922	$ (21,985)
Beginning Balance (in shares) at Dec. 31, 2018			10,781,250
Forfeited Class F Common stock by Sponsor			$ (78)	78
Forfeited Class F Common stock by Sponsor (in shares)			(781,250)
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit	400,000,000	$ 4,000		399,996,000
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit (in shares)		40,000,000
Sale of 6,666,666 Private Placement Warrants to Sponsor on February 5, 2019 at $1.50 per Private Placement Warrant	10,000,000			10,000,000
Underwriters discounts	(8,000,000)			(8,000,000)
Offering costs charged to additional paid-in capital	(865,105)			(865,105)
Deferred underwriting compensation	(14,000,000)			(14,000,000)
Class A common stock subject to possible redemption; 38,489,273 shares at a redemption price of $10.00	(384,892,730)	$ (3,849)		(384,888,881)
Class A common stock subject to possible redemption; 38,489,273 shares at a redemption price of $10.00,(in shares)		(38,489,273)
Net income	2,754,826	$ 3,029,171	$ (274,345)		2,754,826
Ending Balance at Jun. 30, 2019	5,000,006	$ 151	$ 1,000	2,266,014	2,732,841
Ending Balance (in shares) at Jun. 30, 2019		1,510,727	10,000,000
Beginning Balance at Mar. 31, 2019	5,000,010	$ 170	$ 1,000	4,126,635	872,205
Beginning Balance (in shares) at Mar. 31, 2019		1,696,791	10,000,000
Class A common stock subject to possible redemption; 38,489,273 shares at a redemption price of $10.00	(1,860,640)	$ (19)		(1,860,621)
Class A common stock subject to possible redemption; 38,489,273 shares at a redemption price of $10.00,(in shares)		(186,064)
Net income	1,860,636	$ 1,987,592	$ (126,956)		1,860,636
Ending Balance at Jun. 30, 2019	$ 5,000,006	$ 151	$ 1,000	$ 2,266,014	$ 2,732,841
Ending Balance (in shares) at Jun. 30, 2019		1,510,727	10,000,000

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Number of warrants sold | shares	6,666,666
Warrants sold, price per warrant	$ 1.50
Class A common stock subject to possible redemption (in shares) | shares	38,489,273
Class A common stock subject to possible redemption, redemption price	$ 10
Class A Ordinary Shares
Unit price (in dollars per Unit)	$ 10

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	6 Months Ended
	Jun. 30, 2019USD ($)
Cash flows from operating activities:
Net Income	$ 2,754,826
Changes in state franchise tax accrual	98,569
Changes in prepaid assets	(250,891)
Changes in deferred offering costs	437,375
Changes in accrued expenses, formation and offering costs	(306,365)
Changes in current income tax	27,050
Changes in deferred income tax	359,203
Net cash provided by operating activities	3,119,767
Cash flows from investing activities:
Cash deposited in Trust Account	(400,000,000)
Interest reinvested in Trust Account	(3,886,144)
Net cash used in investing activities	(403,886,144)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering	400,000,000
Proceeds from sale of Private Placement Warrants to Sponsor	10,000,000
Repayment of notes and advances payable – related party	(150,000)
Payment of underwriters’ discounts and commissions	(8,000,000)
Payment of accrued offering costs	(865,105)
Net cash provided by financing activities	400,984,895
Increase in cash	218,518
Cash at beginning of period	52,489
Cash at end of period	271,007
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	14,000,000
Accrued expenses, formation and offering costs	20,053
Cash paid for income and state franchise taxes	$ 342,729

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization and Business Operations	1. Organization and Business Operations Organization and General Gores Metropoulos, Inc. (the “Company”) was incorporated in Delaware on August 28, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s Sponsor is Gores Metropoulos Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 st At June 30, 2019, the Company had not commenced any operations. All activity for the period from August 28, 2018 (inception) through June 30, 2019 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on February 5, 2019 (the “Public Offering Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $400,000,000 Public Offering and its sale of $10,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of June 30, 2019, the Trust Account consisted of cash and treasury bills. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”), subject to an annual limit of $750,000, for a maximum 24 months and/or to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are in favor of the Business Combination. In accordance with the Company’s charter, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions and as discussed in further detail in Note 2, the public shares of common stock will be recorded at the redemption amount and classified as temporary equity, in accordance with ASC 480, “ Distinguishing Liabilities from Equity The Company will have 24 months from the Public Offering Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. 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 less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2019 and the results of operations and cash flows for the periods presented. Operating results for the Six Months ended June 30, 2019 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. At June 30, 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 1,987,592 $ (126,956 ) $ 3,029,171 $ (274,345 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 32,264,000 10,328,047 Basic and diluted net income/(loss) per share $ 0.05 $ (0.01 ) $ 0.09 $ (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 and the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at June 30, 2019, offering costs were approximately $22,865,105 (including $22,000,000 in underwriter’s fees), and have been charged to stockholders’ equity. At December 31, 2018, offering costs of approximately $437,375 were deferred and charged to stockholders’ equity upon close of the Public Offering. Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, at June 30, 2019, 38,489,273 of the 40,000,000 public shares are classified outside of permanent equity at their redemption value. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of six months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. Investments and Cash Held in Trust Account At June 30, 2019, the Company had $403,886,144 in the Trust Account which may be utilized for Business Combinations. At June 30, 2019, the Trust Account consisted of both cash and treasury bills. Recently issued accounting pronouncements not yet adopted 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 based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at June 30, 2019 and December 31, 2018, the Company had current liabilities of $156,103 and $486,849, respectively, and working capital of $365,795 and $3,015, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after June 30, 2019 and amounts are continuing to accrue.

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2019
Public Offering [Abstract]
Public Offering	3. Public Offering Public Units On February 5, 2019, the Company sold 40,000,000 units at a price of $10.00 per unit (the “Units”), including 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, generating gross proceeds of $400,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one redeemable Class A common stock purchase warrant (the “Warrants”). Each Whole Warrant entitles the holder to purchase one share of Class A common stock for $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of common stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of 2.00% ($8,000,000) of the per Unit offering price to the underwriter at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.50% ($14,000,000) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares On October 18, 2018, the Sponsor purchased 10,781,250 shares of Class F common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Company’s independent directors (together with the Sponsor, the “Initial Stockholders”). On March 18, 2019, the Sponsor forfeited 781,250 Founder Shares following the expiration of the unexercised portion of underwriter’s over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 6,666,666 warrants at a price of $1.50 per warrant (a purchase price of $10,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the IPO, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on February 1, 2019. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On October 18, 2018, the Sponsor agreed to loan the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organizational expenses related to the Proposed Offering. On October 18, 2018, the Company borrowed $150,000 against the Note, and on January 25, 2019, the Company borrowed an additional $150,000. This Note was non-interest bearing and payable on the earlier of September 30, 2019 or the completion of the Public Offering. These Notes were repaid in full upon the completion of the Public Offering. Administrative Services Agreement The Company entered into an administrative services agreement on February 1, 2019, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities, and secretarial support. Services commenced on the date the securities were first listed on the NASDAQ Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period commencing February 1, 2019 through June 30, 2019 the Company has paid the affiliate $100,000.

Deferred Underwriting Compensat

Deferred Underwriting Compensation	6 Months Ended
	Jun. 30, 2019
Deferred Underwriting Compensation [Abstract]
Deferred Underwriting Compensation	5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $14,000,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rate is estimated to be 21%. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended June 30, 2019. As of June 30, 2019, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurement	7. Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable June 30, Active Markets Inputs Inputs Description 2019 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 403,886,144 403,886,144 — — Total $ 403,886,144 $ 403,886,144 $ — $ —

Stockholder's Equity

Stockholder's Equity	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
Stockholder's Equity	8. Stockholders’ Equity Common Stock The Company is authorized to issue 220,000,000 shares of common stock, consisting of 200,000,000 shares of Class A common stock, par value $0.0001 per share and 20,000,000 shares of Class F common stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At June 30, 2019, there were 40,000,000 shares of Class A common stock (inclusive of the 38,489,273 shares subject to redemption) and 10,000,000 shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At June 30, 2019, there were no shares of preferred stock issued and outstanding.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	9. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the condensed financial statements, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2019 and the results of operations and cash flows for the periods presented. Operating results for the Six Months ended June 30, 2019 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019.
Net Income/(Loss) Per Common Share	Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. At June 30, 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 1,987,592 $ (126,956 ) $ 3,029,171 $ (274,345 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 32,264,000 10,328,047 Basic and diluted net income/(loss) per share $ 0.05 $ (0.01 ) $ 0.09 $ (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 and the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, “ Fair Value Measurements and Disclosures
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at June 30, 2019, offering costs were approximately $22,865,105 (including $22,000,000 in underwriter’s fees), and have been charged to stockholders’ equity. At December 31, 2018, offering costs of approximately $437,375 were deferred and charged to stockholders’ equity upon close of the Public Offering.
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, at June 30, 2019, 38,489,273 of the 40,000,000 public shares are classified outside of permanent equity at their redemption value.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of six months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits.
Investments and Cash Held in Trust Account	Investments and Cash Held in Trust Account At June 30, 2019, the Company had $403,886,144 in the Trust Account which may be utilized for Business Combinations. At June 30, 2019, the Trust Account consisted of both cash and treasury bills.
Recently issued accounting pronouncements not yet adopted	Recently issued accounting pronouncements not yet adopted 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 based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material.
Going Concern Consideration	Going Concern Consideration If the Company does not complete its Business Combination by February 5, 2021, 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition if the Company fails to complete its Business Combination by February 5, 2021, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at June 30, 2019 and December 31, 2018, the Company had current liabilities of $156,103 and $486,849, respectively, and working capital of $365,795 and $3,015, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after June 30, 2019 and amounts are continuing to accrue.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 1,987,592 $ (126,956 ) $ 3,029,171 $ (274,345 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 32,264,000 10,328,047 Basic and diluted net income/(loss) per share $ 0.05 $ (0.01 ) $ 0.09 $ (0.03 )

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
Schedule of Assets Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable June 30, Active Markets Inputs Inputs Description 2019 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 403,886,144 403,886,144 — — Total $ 403,886,144 $ 403,886,144 $ — $ —

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Details) - USD ($)	Feb. 05, 2019	Jun. 30, 2019
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from sale of Units in initial public offering	$ 400,000,000	$ 400,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		$ 10,000,000
Maximum maturity period		180 days
Regulatory Withdrawals, maximum that may be funded via Trust Account interest		$ 750,000
Maximum release period		24 months
Redemption percentage if business combination is not completed		100.00%
Number of days to seek shareholder approval for redemption of shares		2 days
Number of days to provide opportunity to shareholders to sell their shares		2 days
Dissolution expenses, maximum allowed		$ 100,000
Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Threshold Period to Complete Business Combination from Closing of Public Offering		24 months
Threshold net tangible assets		$ 5,000,001
Number of days to redeem the shares if Business combination is not completed		10 days
Minimum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of fair market value		80.00%
Private Placement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Amount placed in trust account	400,000,000
Proceeds from sale of Private Placement Warrants to Sponsor	$ 10,000,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details) - USD ($)	Feb. 05, 2019	Jun. 30, 2019	Dec. 31, 2018
Significant Accounting Policies [Line Items]
Dilutive securities, effect on basic earnings per share		$ 0
Federal depository insurance coverage amount		$ 250,000
Class A common stock subject to possible redemption (in shares)		38,489,273
Accrued interest and penalties related to unrecognized tax liabilities		$ 0
Investments and cash held in Trust Account		$ 403,886,144
Redemption percentage if business combination is not completed		100.00%
Dissolution expenses, maximum allowed		$ 100,000
Redemption rights or liquidating distributions with respect to warrants		0
Current liabilities		156,103	$ 486,849
Working capital		365,795	3,015
Maximum
Significant Accounting Policies [Line Items]
Threshold net tangible assets		$ 5,000,001
Number of days to redeem the shares if Business combination is not completed		10 days
Class A Common Stock
Significant Accounting Policies [Line Items]
Sale of common stock (in shares)		40,000,000
IPO
Significant Accounting Policies [Line Items]
Offering costs including underwriter’s fees		$ 22,865,105	$ 437,375
Underwriter's fees		$ 22,000,000
IPO | Class A Common Stock
Significant Accounting Policies [Line Items]
Sale of common stock (in shares)	40,000,000	40,000,000

Significant Accounting Polici_5

Significant Accounting Policies - Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Numerator:
Allocation of net income/(loss)	$ 1,860,636	$ 2,754,826
Class A Common Stock
Numerator:
Allocation of net income/(loss)	$ 1,987,592	$ 3,029,171
Denominator:
Weighted-average shares outstanding	40,000,000	32,264,000
Basic and diluted net income/(loss) per share	$ 0.05	$ 0.09
Class F Common Stock
Numerator:
Allocation of net income/(loss)	$ (126,956)	$ (274,345)
Denominator:
Weighted-average shares outstanding	10,000,000	10,328,047
Basic and diluted net income/(loss) per share	$ (0.01)	$ (0.03)

Public Offering - Additional In

Public Offering - Additional Information (Details) - USD ($)	Feb. 05, 2019	Jun. 30, 2019	Dec. 31, 2018
Class Of Stock [Line Items]
Proceeds from sale of Units in initial public offering	$ 400,000,000	$ 400,000,000
Percentage of deferred underwriting discount		3.50%
IPO
Class Of Stock [Line Items]
Share price	$ 10
Proceeds from sale of Units in initial public offering	$ 400,000,000
Upfront underwriting discount (as a percent)	2.00%
Upfront underwriting discount	$ (8,000,000)
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount	$ (14,000,000)
Over-Allotment Option
Class Of Stock [Line Items]
Sale of common stock (in shares)	2,500,000
Warrant
Class Of Stock [Line Items]
Number of shares that contribute each unit		1.33
Warrant exercisable term if business combination is completed		30 days
Warrant exercisable term from closing of public offer		12 months
Warrant expiration term		5 years
Number of months to complete business combination		24 months
Class A Common Stock
Class Of Stock [Line Items]
Sale of common stock (in shares)		40,000,000
Number of shares that contribute each unit		1
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Class A Common Stock | IPO
Class Of Stock [Line Items]
Sale of common stock (in shares)	40,000,000	40,000,000
Class A Common Stock | Warrant
Class Of Stock [Line Items]
Number of shares warrant may be converted		1
Warrants exercise price (in dollars per share)		$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)	Mar. 18, 2019shares	Feb. 05, 2019shares	Jan. 25, 2019USD ($)	Oct. 18, 2018USD ($)$ / sharesshares	Jun. 30, 2019USD ($)$ / sharesshares	Jun. 30, 2019USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Sale of common stock, value | $						$ 400,000,000
Number of warrants sold | shares					6,666,666	6,666,666
Warrants sold, price per warrant | $ / shares						$ 1.50
Proceeds from sale of Private Placement Warrants to Sponsor | $						$ 10,000,000
Founder Shares
Related Party Transaction [Line Items]
Founder shares transferred to independent directors | shares				75,000
Number of shares forfeited | shares	781,250
Outstanding shares of common stock held by initial stockholders	20.00%
Private Placement Warrants
Related Party Transaction [Line Items]
Number of warrants sold | shares				6,666,666
Warrants sold, price per warrant | $ / shares				$ 1.50
Proceeds from sale of Private Placement Warrants to Sponsor | $				$ 10,000,000
Sponsor Loan | IPO
Related Party Transaction [Line Items]
Aggregate issuance of unsecured promissory note | $				300,000
Proceeds from related party promissory note | $			$ 150,000	$ 150,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Due to affiliate, monthly for office space, utilities and secretarial support | $					$ 20,000	$ 20,000
Payments to affiliate | $					$ 100,000
Class F Common Stock
Related Party Transaction [Line Items]
Number of shares forfeited | shares						781,250
Class F Common Stock | Founder Shares
Related Party Transaction [Line Items]
Sale of common stock (in shares) | shares				10,781,250
Sale of common stock, value | $				$ 25,000
Share price | $ / shares				$ 0.002
Class A Common Stock
Related Party Transaction [Line Items]
Sale of common stock (in shares) | shares						40,000,000
Sale of common stock, value | $						$ 4,000
Class A Common Stock | IPO
Related Party Transaction [Line Items]
Sale of common stock (in shares) | shares		40,000,000				40,000,000
Class A Common Stock | Founder Shares
Related Party Transaction [Line Items]
Conversion ratio				1
Class A Common Stock | Private Placement Warrants
Related Party Transaction [Line Items]
Number of shares warrant may be converted | shares					1	1
Warrants exercise price (in dollars per share) | $ / shares					$ 11.50	$ 11.50

Deferred Underwriting Compens_2

Deferred Underwriting Compensation - Additional Information (Details)	6 Months Ended
	Jun. 30, 2019USD ($)
Deferred Underwriting Compensation [Abstract]
Deferred underwriting compensation	$ 14,000,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount if business combination not completed	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	6 Months Ended
	Jun. 30, 2019USD ($)
Income Tax Disclosure [Abstract]
Effective income tax rate	21.00%
Uncertain tax positions	$ 0
Accrued interest related to uncertain tax positions	0
Accrued interest and penalties related to unrecognized tax liabilities	$ 0

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring	Jun. 30, 2019USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 403,886,144
Total	403,886,144
Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	403,886,144
Total	$ 403,886,144

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details)	Jun. 30, 2019Vote$ / sharesshares	Dec. 31, 2018$ / sharesshares
Class Of Stock [Line Items]
Common stock, shares authorized	220,000,000
Number of votes for each share | Vote	1
Class A common stock subject to possible redemption (in shares)	38,489,273
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock shares issued inclusive of shares subject to redemption	40,000,000
Common stock shares outstanding inclusive of shares subject to redemption	40,000,000
Common stock, shares issued	1,510,727
Common stock, shares outstanding	1,510,727
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	10,000,000	10,000,000
Common stock, shares outstanding	10,000,000	10,000,000