Hyliion (HYLN) 10-Q 13 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 08, 2019
Entity Registrant Name	Tortoise Acquisition Corp.
Entity Central Index Key	0001759631
Trading Symbol	SHLL
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class A common stock
Entity Common Stock, Shares Outstanding		23,300,917
Class B common stock
Entity Common Stock, Shares Outstanding		5,825,230

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash		$ 1,416,892
Prepaid expenses		308,013
Total current assets		1,724,905
Investments held in Trust Account		233,399,676
Deferred offering costs associated with initial public offering			400,143
Total assets		235,124,581	400,143
Current liabilities:
Accounts payable		31,809	10,804
Accrued expenses		161,853	303,500
Note payable to Sponsor			61,430
Accrued franchise tax		50,000
Accrued income tax		71,506
Total current liabilities		315,168	375,734
Deferred legal fees associated with initial public offering		150,000
Deferred underwriting commissions associated with initial public offering		8,128,108
Total liabilities		8,593,276	375,734
Commitments
Class A common stock, $0.0001 par value; 22,153,130 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2019 and December 31, 2018, respectively		221,531,300
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2019 and December 31, 2018
Additional paid-in capital		4,806,974	24,353
Retained earnings (accumulated deficit)		192,333	(591)
Total stockholders' equity		5,000,005	24,409
Total Liabilities and Stockholders' Equity		235,124,581	400,143
Class A common stock
Stockholders' Equity:
Common stock value		115
Total stockholders' equity		115
Class B common stock
Stockholders' Equity:
Common stock value	[1],[2]	583	647
Total stockholders' equity	[1],[2]	$ 583	$ 647
[1]	Share amounts have been retroactively restated to reflect the stock dividend of 718,750 shares of Class B common stock in February 2019 (see Note 4).
[2]	Share amounts include up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 4, 2019, the underwriters partially exercised their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection therewith, the Sponsor forfeited 643,520 shares of Class B common stock for cancellation by the Company.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock subject to possible redemption	$ 22,153,130	$ 0
Price per share	$ 10	$ 10
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	1,147,787	0
Common stock, shares outstanding	1,147,787	0
Common stock subject to possible redemption	$ 22,153,130	$ 0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,825,230	6,468,750
Common stock, shares outstanding	5,825,230	6,468,750

Unaudited Condensed Statement o

Unaudited Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
General and administrative expenses	$ 66,076
Administrative expenses - related party	10,000
Franchise tax expense	50,000
Loss from operations	(126,076)
Investment income from investments held in Trust Account	390,506
Income before income tax expense	264,430
Income tax expense	71,506
Net income	$ 192,924
Class A common stock
Weighted average shares outstanding | shares	23,300,917
Basic and diluted net income | $ / shares	$ 0.01
Class B common stock
Weighted average shares outstanding | shares	5,825,230
Basic and diluted net income | $ / shares

Unaudited Condensed Statement_2

Unaudited Condensed Statement of Changes in Stockholders’ Equity - 3 months ended Mar. 31, 2019 - USD ($)	Common Stock Class A	Common Stock Class B	[1],[2]	Additional Paid-In Capital	Retained earnings (Accumulated Deficit)	Total
Balance at Dec. 31, 2018		$ 647		$ 24,353	$ (591)	$ 24,409
Balance, Shares at Dec. 31, 2018		6,468,750
Sale of units in initial public offering, gross	$ 2,330			233,006,840		233,009,170
Sale of units in initial public offering, gross, Shares	23,300,917
Offering costs				(13,355,381)		(13,355,381)
Sale of private placement warrants to Sponsor in private placement				6,660,183		6,660,183
Forfeiture of Class B common stock		$ (64)		64
Forfeiture of Class B common stock, Shares		(643,520)
Common stock subject to possible redemption	$ (2,215)			(221,529,085)		(221,531,300)
Common stock subject to possible redemption, Shares	(22,153,130)
Net income					192,924	192,924
Balance at Mar. 31, 2019	$ 115	$ 583		$ 4,806,974	$ 192,333	$ 5,000,005
Balance, Shares at Mar. 31, 2019	1,147,787	5,825,230
[1]	Share amounts have been retroactively restated to reflect the stock dividend of 718,750 shares of Class B common stock in February 2019 (see Note 4).
[2]	Share amounts include up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 4, 2019, the underwriters partially exercised their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection therewith, the Sponsor forfeited 643,520 shares of Class B common stock for cancellation by the Company.

Unaudited Condensed Statement_3

Unaudited Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2019USD ($)
Cash Flows from Operating Activities:
Net income	$ 192,924
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by Sponsor	4,218
Investment income from investments held in Trust Account	(390,506)
Changes in operating assets and liabilities:
Prepaid expenses	(55,213)
Accounts payable	31,218
Accrued expenses	76,853
Accrued franchise tax	50,000
Accrued income tax	71,506
Net cash used in operating activities	(19,000)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(233,009,170)
Net cash used in investing activities	(233,009,170)
Cash Flows from Financing Activities:
Gross proceeds received from initial public offering	233,009,170
Proceeds received from sale of private placement warrants	6,660,183
Repayment of note payable to Sponsor	(579,658)
Offering costs paid	(4,644,633)
Net cash provided by financing activities	234,445,062
Net increase in cash	1,416,892
Cash - beginning of the period
Cash - end of the period	1,416,892
Supplemental Disclosure of Noncash Activities:
Reduction of accounts payable paid by Sponsor included in note payable	10,213
Offering costs included in accrued expenses	85,000
Offering costs included in note payable	250,997
Deferred underwriting commissions associated with the initial public offering	8,128,108
Deferred legal fees associated with the initial public offering	150,000
Prepaid expenses included in note payable	252,800
Value of common stock subject to possible redemption	$ 221,531,300

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2019
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	1. Description of Organization and Business Operations Organization and General Tortoise Acquisition Corp. (the “ Company Initial Business Combination Securities Act JOBS Act As of March 31, 2019, the Company had not commenced any operations. All activity for the period from November 7, 2018 (date of inception) to March 31, 2019 relates to the Company’s formation and the initial public offering (the “ Initial Public Offering Sponsor and Initial Public Offering The Company’s sponsor is Tortoise Sponsor LLC, a Delaware limited liability company (the “ Sponsor Units Tortoise Borrower Private Placement Warrants Private Placement The Company intends to finance its Initial Business Combination with proceeds from the Initial Public Offering, the Private Placement, the private placement of forward purchase securities (described in Note 5), and from additional issuances, if any, of the Company’s capital stock, debt or a combination of the foregoing. Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $233.0 million was placed in a trust account (the “ Trust Account The Company’s amended and restated certificate of incorporation provides that, except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds in the Trust Account) will be released from the Trust Account until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Initial Public Offering (the “ Public Shares Combination Period Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The New York Stock Exchange (the “ NYSE The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders the opportunity to sell their Public 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 on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or allow stockholders to sell their Public 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 NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares 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 and the related Initial Business Combination, and instead would search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem such holder’s Public Shares for an amount in cash equal to such holder’s pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity 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 The Sponsor, Tortoise Borrower, the Company’s officers and directors and Atlas Point Energy Infrastructure Fund, LLC (“ Atlas Point Fund Initial Stockholders Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter subject to lawfully available funds therefor, 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 the Company’s franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if any of the Initial Stockholders acquire shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the Combination Period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, upon the completion of the Initial Business Combination, subject to the limitations described herein. Commencing April 22, 2019, holders of the Units were permitted to elect to separately trade the shares of Class A common stock and Warrants (as defined below) included in the Units. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Liquidity As of March 31, 2019, the Company had approximately $1.4 million in cash in its operating account and approximately $391,000 of investment income in the Trust Account available to pay franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses). Through March 31, 2019, the Company’s liquidity needs have been satisfied through a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined below and described in Note 4) to the Sponsor, an approximately $580,000 loan from the Sponsor pursuant to an unsecured promissory note (the “ Note Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will use these funds for payment of general and administrative expenses as well as expenses associated with identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses and structuring, negotiating and consummating the Initial Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“ GAAP The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus filed by the Company with the U.S. Securities and Exchange Commission (the “ SEC 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income (Loss) Per Share of Common Stock The Company’s condensed 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. Basic and diluted net income per share of Class A common stock for the three months ended March 31, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account of approximately $391,000, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $193,000, by the weighted average shares of Class A common stock outstanding for the period. Basic and diluted net income per share of Class B common stock for the three months ended March 31, 2019 is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. The Company complies with accounting and disclosure requirements of FASB ASC 260, “ Earnings Per Share. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. As of 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 risk on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures Fair Value Measurements FASB ASC 820, “ Fair Value Measurements and Disclosures 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 (unadjusted) 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. FASB ASC 825, “ Financial Instruments Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of expenses during the reporting period. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change due to one or more future confirming events. Actual results could differ from estimates. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “ Expenses of Offering Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with FASB ASC 480, “ Distinguishing Liabilities from Equity Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740, “ Income Taxes As of March 31, 2019 and December 31, 2018, the Company had gross deferred tax assets related to federal and state net operating loss carryforwards for income tax purposes of approximately $120 and $16,000, respectively. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carryforwards attributable to periods before the change. Any limitation may result in expiration of a portion of the net operating loss before utilization. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets as of March 31, 2019 and December 31, 2018. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2019
Initial Public Offering [Abstract]
Initial Public Offering	3. Initial Public Offering The Company sold 23,300,917 Units in the Initial Public Offering, including 800,917 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of approximately $233.0 million, and incurring offering costs of approximately $13.36 million, inclusive of approximately $8.13 million in deferred underwriting commissions. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant (each, a “ Warrant Warrants Of the Units sold in the Initial Public Offering, an aggregate of 77,750 Units (the “ Affiliated Units

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares In November 2018, the Sponsor paid $25,000 in offering expenses on behalf of the Company in exchange for the issuance of 5,750,000 shares of the Company’s Class B common stock (the “ Founder Shares The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the Initial Business Combination and (ii) subsequent to the Initial Business Combination, (a) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Initial Business Combination, or (b) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, Tortoise Borrower purchased an aggregate of 6,660,183 Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds of approximately $6.66 million, in the Private Placement. Each Private Placement Warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by Tortoise Borrower or its permitted transferees. Tortoise Borrower agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Note Payable to Sponsor On November 7, 2018, the Sponsor agreed to loan the Company funds to cover expenses related to the Initial Public Offering pursuant to the Note. This Note was non-interest bearing and payable on the earlier of 180 days and the closing of the Initial Public Offering. The Company borrowed approximately $580,000 under the Note, and repaid the Note in full on March 29, 2019. Administrative Services Agreement Pursuant to an Administrative Services Agreement between the Company and the Sponsor, dated February 27, 2019 (the “ Administrative Services Agreement

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	5. Commitments & Contingencies Forward Purchase Agreement The Company entered into an amended and restated forward purchase agreement (the “ Forward Purchase Agreement Forward Purchase Units Forward Purchase Shares Forward Purchase Warrants Forward Purchase Securities Registration Rights The holders of the Founder Shares, the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement entered into on February 27, 2019 (the “ Registration Rights Agreement Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,375,000 additional Units to cover any over-allotments at the Initial Public Offering price of $10.00 per Unit, less the underwriting discounts and commissions. On March 4, 2019, the underwriters partially exercised their over-allotment option to purchase 800,917 additional Units, and on March 7, 2019, the underwriters notified the Company of their intent to waive the remainder of their over-allotment option. The underwriters were entitled to an underwriting discount for each Unit sold in the Initial Public Offering, except for the Affiliated Units. An aggregate of approximately $4.64 million (or $0.20 per Unit), was paid to the underwriters upon the closing of the Initial Public Offering. An additional fee of approximately $8.13 million (or $0.35 per Unit), will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees Associated with the Initial Public Offering The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer half of their fees until the closing of the Initial Business Combination. As of March 31, 2019, the Company recorded an aggregate of $150,000 in connection with such arrangement as deferred legal fees in the accompanying condensed balance sheets.

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders’ Equity	6. Stockholders’ Equity Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. No Class A common stock was issued or outstanding as of December 31, 2018. As of March 31, 2019, there were 23,300,917 shares of Class A common stock issued and outstanding, including 22,153,130 shares of Class A common stock subject to conditional redemption. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote per share of Class B common stock. In November 2018, the Company issued 5,750,000 shares of Class B common stock. In February 2019, the Company effected a stock dividend of 718,750 shares of Class B common stock. As of March 4, 2019, there were 6,468,750 shares of Class B common stock outstanding (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option). On March 4, 2019, the underwriters partially exercised their over-allotment option to purchase 800,917 additional Units. On March 7, 2019, the underwriters waived the remainder of their over-allotment option and in connection therewith, the Sponsor forfeited 643,520 shares of Class B common stock for cancellation by the Company. As of March 31, 2019 and December 31, 2018, there were 5,825,230 and 6,468,750 shares of Class B common stock outstanding, respectively. Holders of Class A common stock and holders of 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 or stock exchange rule; provided that only holders of Class B common stock have the right to vote on the election of the Company’s directors prior to the Initial Business Combination. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding the Forward Purchase Securities and any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding. Warrants The Warrants will become exercisable on the later of (i) 30 days after the completion of the Initial Business Combination or (ii) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective, but in no event later than 60 business days after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants, except that the Private Placement Warrants and the shares of 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 the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by Tortoise Borrower or Tortoise Borrower’s permitted transferees. If the Private Placement Warrants are held by someone other than Tortoise Borrower or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price The Company may call the Warrants for redemption for cash (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 sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrantholders. Commencing 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both the Warrants and the Private Placement Warrants) in whole and not in part, at a price equal to a number of shares of Class A common stock to be 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 Company’s Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last reported sale price of the Company’s 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 warrantholders. The “fair market value” of the Company’s Class A common stock is the average last reported sale price of the Company’s 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 Warrants. If the Company calls the Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the Initial 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	7. 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. March 31, 2019 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account $ 233,399,676 $ — $ — As of March 31, 2019, the investments held in the Trust Account were held in marketable securities.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 8, 2019. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

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 financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“ GAAP The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus filed by the Company with the U.S. Securities and Exchange Commission (the “ SEC
Emerging Growth Company	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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Loss Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company’s condensed 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. Basic and diluted net income per share of Class A common stock for the three months ended March 31, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account of approximately $391,000, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $193,000, by the weighted average shares of Class A common stock outstanding for the period. Basic and diluted net income per share of Class B common stock for the three months ended March 31, 2019 is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. The Company complies with accounting and disclosure requirements of FASB ASC 260, “ Earnings Per Share.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. As of 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 risk on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, " Fair Value Measurements and Disclosures
Fair Value Measurements	Fair Value Measurements FASB ASC 820, “ Fair Value Measurements and Disclosures 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 (unadjusted) 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. FASB ASC 825, “ Financial Instruments
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of expenses during the reporting period. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change due to one or more future confirming events. Actual results could differ from estimates.
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “ Expenses of Offering
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 FASB ASC 480, “ Distinguishing Liabilities from Equity
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, “ Income Taxes As of March 31, 2019 and December 31, 2018, the Company had gross deferred tax assets related to federal and state net operating loss carryforwards for income tax purposes of approximately $120 and $16,000, respectively. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carryforwards attributable to periods before the change. Any limitation may result in expiration of a portion of the net operating loss before utilization. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets as of March 31, 2019 and December 31, 2018.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company's condensed financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Schedule of assets are measured on a recurring basis	March 31, 2019 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account $ 233,399,676 $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Mar. 04, 2019	Mar. 31, 2019	Dec. 31, 2018
Description of Organization and Business Operations (Textual)
Proceeds from issuance of initial public offering		$ 233,009,170
Proposed offering and private placement, description		Upon the closing of the Initial Public Offering and Private Placement, approximately $233.0 million was placed in a trust account (the "Trust Account"), with Continental Stock Transfer & Trust Company acting as trustee.
Maximum maturity of securities held in trust account		180 days
Trust account, description		(i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Initial Public Offering (the "Public Shares") that have been properly tendered in connection with a stockholder vote seeking to amend the Company's amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering (the "Combination Period"); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public stockholders.
Business combination fair market value, percentage		80.00%
Business combination net tangible assets		$ 5,000,001
Class A common stock sold, description		Aggregate of 20% or more.
Description of proposed offering to business combination		The Company’s obligation to redeem 100% of the Public Shares.
Cash		$ 1,400,000
Investment income in trust account		$ 233,399,676
Liquidity, Description		The Company's liquidity needs have been satisfied through a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (described in Note 4) to the Sponsor, an approximately $580,000 loan from the Sponsor pursuant to an unsecured promissory note (the "Note").
Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Description of proposed offering to business combination		If the Company is unable to complete an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter subject to lawfully available funds therefor, 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 the Company's franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Initial public offering, Description	The Company consummated the Initial Public Offering of 23,300,917 of its units (the "Units"), including 800,917 Units that were issued pursuant to the underwriters' partial exercise of their over-allotment option, generating gross proceeds of approximately $233.0 million. As described in Note 4, on March 4, 2019, simultaneously with the closing of the Initial Public Offering, Tortoise Borrower LLC, a Delaware limited liability company and an affiliate of the Sponsor ("Tortoise Borrower"), purchased an aggregate of 6,660,183 warrants (the "Private Placement Warrants") at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of approximately $6.66 million (the "Private Placement").
Investment income in trust account		$ 391,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Summary of Significant Accounting Policies (Textual)
Federal depository insurance coverage	$ 250,000
Investment income in trust account	233,399,676
Payment of taxes	$ 193,000
Aggregate of warrants to purchase common stock	18,310,641
Class A common stock subject to conditional redemption	22,153,130
Net operating loss carryforwards	$ 120	$ 16,000
IPO [Member]
Summary of Significant Accounting Policies (Textual)
Investment income in trust account	$ 391,000

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Initial Public Offering (Textual)
Description of offer for sale	The Company sold 23,300,917 Units in the Initial Public Offering, including 800,917 Units that were issued pursuant to the underwriters' partial exercise of their over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of approximately $233.0 million, and incurring offering costs of approximately $13.36 million, inclusive of approximately $8.13 million in deferred underwriting commissions.
Common stock, par value	$ 0.0001	$ 0.0001
Description of outstanding warrants	Each whole Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Company's Initial Business Combination and 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company's Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole but not in part at a price of $0.01 per Warrant upon a minimum of 30 days' prior written notice of redemption, if and only if the last reported sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sent the notice of redemption to the warrantholders.
Affiliated units	77,750

Related Party Transactions (Det

Related Party Transactions (Details)	Mar. 07, 2019shares	Feb. 28, 2019	Feb. 27, 2019USD ($)	Nov. 30, 2018USD ($)$ / sharesshares	Mar. 31, 2019USD ($)	Mar. 04, 2019Units / Unit
Related Party Transactions (Textual)
Description of effected a stock dividend		The Company effected a stock dividend of 718,750 shares of Class B common stock. As of March 4, 2019, there were 6,468,750 shares of Class B common stock outstanding (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option).
Description of shares limited exemption					(i) one year after the completion of the Initial Business Combination and (ii) subsequent to the Initial Business Combination, (a) if the last reported sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Initial Business Combination, or (b) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Description of private placement warrants					Purchased an aggregate of 6,660,183 Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds of approximately $6.66 million, in the Private Placement. Each Private Placement Warrant is exercisable for one share of the Company's Class A common stock at an exercise price of $11.50 per share.
Borrowed					$ 580,000
Administrative support					$ 10,000
Over-Allotment Option [Member]
Related Party Transactions (Textual)
Additional purchase | Units / Unit						800,917
Founder Shares [Member]
Related Party Transactions (Textual)
Shares forfeited | shares	643,520
Common Class B [Member]
Related Party Transactions (Textual)
Exchange for issuance of shares | shares				5,750,000
Price per share | $ / shares				$ 0.004
Offering expenses				$ 25,000
Description of effected a stock dividend		The Company effected a stock dividend of 718,750 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 6,468,750 Founder Shares (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option).
Shares forfeited | shares	643,520
Monthly payment to sponser			$ 10,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	Mar. 04, 2019	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Amended and restated forward purchase agreement		Agreed to purchase up to an aggregate maximum amount of $150,000,000 of either (i) a number of units (the "Forward Purchase Units"), consisting of one share of Class A common stock (the "Forward Purchase Shares") and one-half of one redeemable warrant (the "Forward Purchase Warrants"), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share (such Forward Purchase Shares valued at $9.67 per share or the Forward Purchase Units, as the case may be, the "Forward Purchase Securities"), in a private placement that will close simultaneously with the closing of the Initial Business Combination.
Underwriting agreement purchase	800,917	3,375,000
Proposed offering price		$ 10
Underwriting agreement description		An underwriting discount for each Unit sold in the Initial Public Offering, except for the Affiliated Units. An aggregate of approximately $4.64 million (or $0.20 per Unit), was paid to the underwriters upon the closing of the Initial Public Offering. An additional fee of approximately $8.13 million (or $0.35 per Unit), will be payable to the underwriters for deferred underwriting commissions.
Deferred legal fees		$ 150,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details)	Mar. 07, 2019shares	Mar. 04, 2019shares	Feb. 28, 2019	Mar. 31, 2019Days$ / sharesshares	Dec. 31, 2018$ / sharesshares	Nov. 30, 2018shares
Stockholders’ Equity (Textual)
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Class A common stock subject to conditional redemption				22,153,130
Preferred stock, shares authorized				1,000,000	1,000,000
Description of effected a stock dividend			The Company effected a stock dividend of 718,750 shares of Class B common stock. As of March 4, 2019, there were 6,468,750 shares of Class B common stock outstanding (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option).
Underwriting agreement purchase		800,917		3,375,000
Conversion of stock, Description				The number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20%.
Preferred Stock [Member]
Stockholders’ Equity (Textual)
Preferred stock, shares authorized				1,000,000
Warrant [Member]
Stockholders’ Equity (Textual)
Warrant, Description				(i) 30 days after the completion of the Initial Business Combination or (ii) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement).
Warrants for redemption, Description				● 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 sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrantholders.
Number of trading days | Days				10
Conversion of stock, Description				The Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.
Common Class A [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized				200,000,000	200,000,000
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Common stock, shares issued				1,147,787	0
Common stock, shares outstanding				1,147,787	0
Class A common stock subject to conditional redemption				22,153,130
Common Class A [Member] | Equity [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized				200,000,000
Common stock, par value | $ / shares				$ 0.001
Common stock, shares issued				23,300,917
Common stock, shares outstanding				23,300,917
Common Class B [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized				20,000,000	20,000,000
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Common stock, shares issued				5,825,230	6,468,750	5,750,000
Common stock, shares outstanding		6,468,750		5,825,230	6,468,750
Common stock subject to forfeiture shares		843,750			843,750
Description of effected a stock dividend			The Company effected a stock dividend of 718,750 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 6,468,750 Founder Shares (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option).
Underwriting agreement purchase		800,917
Shares forfeited	643,520

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Investment held in Trust Account	$ 233,399,676
Quoted Prices in Active Markets (Level 1) [Member]
Investment held in Trust Account	233,399,676
Significant Other Observable Inputs (Level 2) [Member]
Investment held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Investment held in Trust Account