ARKO Corp - Ordinary Shares 10-Q 1 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	5 Months Ended
	Jun. 30, 2019	Jul. 31, 2019
Document 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	Haymaker Acquisition Corp. II
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001771908
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Address, State or Province	NY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Units [Member]
Document Information [Line Items]
Trading Symbol	HYACU
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	HYAC
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock
Entity Common Stock, Shares Outstanding		40,000,000
Warrant [Member]
Document Information [Line Items]
Trading Symbol	HYACW
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,000,000

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Jun. 30, 2019USD ($)
Current assets
Cash	$ 1,251,512
Prepaid expenses	179,783
Total current assets	1,431,295
Investments and cash held in trust account	400,482,583
Total assets	401,913,878
Current liabilities
Accrued expenses	20,469
Income tax payable	79,862
Total current liabilities	100,331
Deferred tax liability	10,530
Deferred underwriter compensation	15,000,000
Total liabilities	15,110,861
Commitments
Common stock subject to possible redemption, 38,135,881 shares at redemption value	381,803,016
Stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	4,658,768
Retained earnings	340,047
Total stockholders' equity	5,000,001
Total liabilities and stockholders' equity	401,913,878
Common Class A
Stockholders' equity:
Common Stock	186
Total stockholders' equity	186
Common Class B
Stockholders' equity:
Common Stock	1,000
Total stockholders' equity	$ 1,000

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical)	Jun. 30, 2019$ / sharesshares
Common stock subject to possible redemption	38,135,881
Preferred stock par value | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Common stock par value | $ / shares	$ 0.0001
Common stock shares authosized	200,000,000
Common stock shares issued	1,864,119
Common stock shares outstanding	1,864,119
Common Class B [Member]
Common stock par value | $ / shares	$ 0.0001
Common stock shares authosized	20,000,000
Common stock shares issued	10,000,000
Common stock shares outstanding	10,000,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	5 Months Ended
		Jun. 30, 2019	Jun. 30, 2019
Income Statement [Abstract]
Formation costs and operating costs		$ 52,114	$ 52,114
Loss from operations		(52,114)	(52,114)
Other income:
Interest income		432,440	432,440
Unrealized gain on securities held in Trust Account		50,143	50,143
Other income		482,583	482,583
Income before provision for income taxes		430,439	430,439
Provision for Income Taxes		(90,392)	(90,392)
Net income		$ 340,047	$ 340,047
Weighted average shares outstanding, basic and diluted	[1]	9,386,565	7,236,612
Basic and diluted net loss per common share		$ 0	$ 0
[1]	Excludes an aggregate of up to 38,135,881 shares subject to redemption.

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	Jun. 30, 2019shares
Income Statement [Abstract]
Common Stock Subject To Possible Redemption	38,135,881

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance at Feb. 12, 2019
Balance (in shares) at Feb. 12, 2019
Sale of Class B common stock to Sponsor	25,000		$ 863	24,137
Sale of Class B common stock to Sponsor (in shares)			8,625,000
Balance at Mar. 31, 2019	25,000		$ 863	24,137
Balance (in shares) at Mar. 31, 2019			8,625,000
Balance at Feb. 12, 2019
Balance (in shares) at Feb. 12, 2019
Net income	340,047
Balance at Jun. 30, 2019	5,000,001	$ 186	$ 1,000	4,658,768	$ 340,047
Balance (in shares) at Jun. 30, 2019		1,864,119	10,000,000
Balance at Mar. 31, 2019	25,000		$ 863	24,137
Balance (in shares) at Mar. 31, 2019			8,625,000
Class B Stock Split, less forfeiture from over-allotment	(186)		$ 137	(323)
Class B Stock Split, less forfeiture from over-allotment (in shares)			1,375,000
Sale of 40,000,000 Units, net of underwriters discount and offering costs	377,441,970	$ 4,000		377,437,970
Sale of 40,000,000 Units, net of underwriters discount and offering costs (in shares)		40,000,000
Sale of 6,000,000 Private Placement Warrants	9,000,000			9,000,000
Common stock subject to redemption	(381,806,830)	$ (3,814)		(381,803,016)
Common stock subject to redemption (in shares)		(38,135,881)
Net income	340,047				340,047
Balance at Jun. 30, 2019	$ 5,000,001	$ 186	$ 1,000	$ 4,658,768	$ 340,047
Balance (in shares) at Jun. 30, 2019		1,864,119	10,000,000

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	3 Months Ended	5 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Capital Units Sold	40,000,000
Private Placement [Member]
Warrants and Rights Issued	6,000,000	6,000,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	5 Months Ended
	Jun. 30, 2019USD ($)
Cash Flows from Operating Activities:
Net income	$ 340,047
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(432,440)
Unrealized gain on marketable securities held in Trust Account	(50,143)
Deferred tax liability	10,530
Changes in operating assets and liabilities:
Prepaid expenses	(179,783)
Accounts payable and accrued expenses	20,469
Income tax payable	79,862
Net cash used in operating activities	(211,458)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(400,000,000)
Net cash used in investing activities	(400,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of underwriting discounts paid	393,000,000
Proceeds from sale of Private Placement Warrants	9,000,000
Proceeds from promissory notes – related parties	270,000
Repayment of promissory notes – related parties	(270,000)
Payment of offering costs	(562,030)
Net cash provided by financing activities	401,462,970
Net Change in Cash	1,251,512
Cash – Beginning
Cash – Ending	1,251,512
Non-Cash investing and financing activities:
Deferred underwriting fees	15,000,000
Initial classification of common stock subject to redemption	381,458,796
Change in value of common stock subject to redemption	$ 344,227

Description of Organization and

Description of Organization and Business Operations	5 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Organization and General Haymaker Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 13, 2019. 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 “Initial Business Combination”). The Company intends to acquire and operate a business in the consumer and consumer-related products and services industries. However, the Company is not limited to these industries and may pursue a business combination opportunity in any business or industry it chooses and may pursue a company with operations or opportunities outside of the United States. At June 30, 2019, the Company had not yet commenced operations. All activity through June 30, 2019 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below and since the Initial Public Offering, the search for a target business to acquire. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents and permitted investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 6, 2019. On June 11, 2019, the Company consummated the Initial Public Offering of 40,000,000 units (“Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $400,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants at a price of $1.50 per warrant (“Placement Warrants”) in a private placement, generating gross proceeds of $9,000,000. Of this amount, Haymaker Sponsor II, LLC (the “Sponsor”) purchased 5,550,000 Placement Warrants for $8,325,000, Cantor Fitzgerald & Co. (“Can purchased 383,333 Placement Warrants for $575,000 and Stifel, Nicolaus & Company, Incorporated (“Stifel”) purchased 66,667 Placement Warrants for $100,000. Each Placement Warrant is exercisable to purchase one whole share of the Company’s Class A common stock at $11.50 per share. The Placement Warrants are identical to the warrants sold in the Initial Public Offering subject to limited exceptions, which are described in Note 4. Following the closing of the Initial Public Offering on June 11, 2019, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Warrants was placed in a trust account (the “Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 Transaction costs amounted to $22,562,030, consisting of $7,000,000 of underwriting fees, $15,000,000 of deferred underwriting fees and $562,030 of Initial Public Offering costs. In addition, $1,444,570 of cash was held outside of the Trust Account and was available for working capital purposes. 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 remaining net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur 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 (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. 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 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 then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with 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 then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will 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 NASDAQ 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 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares or more of the Public Shares, without the prior consent of the Company. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its 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 Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, 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, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, The Trust Account The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been 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 its obligation to redeem 100% of the Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K audited balance sheet filed by the Company with the SEC on June 17, 2019. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 Use of estimates The preparation of the financial statement in conformity with GAAP requires 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 statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019. Investments and cash held in Trust Account At June 30, 2019, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. Common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2019, Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was $90,392 for the period from February 13, 2019 (date of inception) through June 30, 2019. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, less common shares that were subject to forfeiture. At June 30, 2019, the Company did not have any dilutive securities and 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. The Company has not considered the effect of warrants sold in the Public Offering and Private Placement to purchase 19,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the period. Reconciliation of Net Loss per Common Share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Three Months 2019 For the period from through June 30, Net Income $ 340,047 $ 340,047 Less: Income attributable to common stock subject to possible redemption (358,023 ) (358,023 ) Adjusted net loss $ (17,976 ) $ (17,976 ) Weighted average shares outstanding, basic and diluted 9,386,565 7,236,612 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 ) 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. At June 30, 2019, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Jun. 30, 2019
Public offering Abstract [Abstract]
Initial Public Offering	3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one- The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.

Private Placement

Private Placement	5 Months Ended
	Jun. 30, 2019
Private Placement Abstract [Abstract]
Private Placement	4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 Placement Warrants at a price of $1.50 per warrant in a private placement, generating gross proceeds of $ 9,000,000 The Placement Warrants are identical to the warrants sold as part of the units in the Initial Public Offering The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Placement Warrants until 30 days after the completion of the Initial Business Combination. Additionally, for so long as the Placement Warrants are held by Cantor, Stifel or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement of which this prospectus forms a part.

Related Party Transactions

Related Party Transactions	5 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	5. RELATED PARTY TRANSACTIONS Founder Shares On March 15, 2019, the Company issued an aggregate of 8,625,000 25,000 the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding 10,062,500 1,312,500 62,500 10,000,000 20 one-for-one The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Pursuant to the letter agreement, the Sponsor, officers and directors have agreed to vote any Founder Shares held by them and any Public Shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination. Administrative Services Agreement The Company entered into an agreement whereby, commencing on June 7, 2019 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $ 20,000 16,000 Related Party Loans On March 15, 2019, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 Note non-interest 270,000 270,000 In order to finance transaction costs in connection with the Initial Business Combination, the Sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (the “Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of the Initial Business Combination, without interest, or, at the holder’s discretion, up to $ 1,500,000 that would be identical to Placement Warrants, including as to exercise price, exercisability and exercise period.

Commitments

Commitments	5 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments	6. COMMITMENTS Registration Rights The holders of Founder Shares, Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. Notwithstanding the foregoing, Cantor, Stifel and their designees may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The holders of Founder Shares, Placement Warrants and Warrants that may be issued upon conversion of working capital loans will not be able to sell these securities until the termination of the applicable lock-up period Underwriting Agreement The underwriters were paid a cash underwriting discount of two percent ( 2.0 3.5 12,250,000 5.5 2,750,000 A portion of the Deferred Underwriter Compensation may be paid to Stifel or other third parties that did not participate in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating an Initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the Company’s management team in their sole and absolute discretion; provided, that no single third party (together with its affiliates) may be paid an amount in excess of the portion of the aggregate Deferred Underwriting Commission paid to the underwriter unless the parties otherwise agree.

Stockholders' Equity

Stockholders' Equity	5 Months Ended
	Jun. 30, 2019
Stockholders' Equity Note [Abstract]
Stockholders' Equity	7. STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 Class A Common Stock 200,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share. 1,864,119 38,135,881 Class B Common Stock 20,000,000 0.0001 10,000,000 1,312,500 the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding 10,062,500 1,312,500 62,500 10,000,000 20 one-for-one as-converted Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. Warrants Redeemable Warrants Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. 11.50 Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. 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 reasonable 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 reasonable best efforts to cause the same to become effective within 60 business days following its 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 public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 “ 30 ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18 30-trading In addition, if (x) 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”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Placement Warrants The Sponsor, Cantor, and Stifel purchased an aggregate of 6,000,000 Placement Warrants at a price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each whole Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. The purchase price of the Placement Warrants was added to the proceeds from the Initial Public Offering and held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the 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 Placement Warrants will expire worthless. The Placement Warrants will be non-redeemable and The Placement Warrants (including the Class A common stock issuable upon exercise of the Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Redeemable Warrants. If holders of the Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public The Company’s Sponsor has agreed not to transfer, assign or sell any of the Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 400,482,583

Subsequent Events

Subsequent Events	5 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	9. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statement was issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	5 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K audited balance sheet filed by the Company with the SEC on June 17, 2019.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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
Use of estimates	Use of estimates The preparation of the financial statement in conformity with GAAP requires 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 statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019.
Investments and cash held in Trust Account	Investments and cash held in Trust Account At June 30, 2019, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2019,
Income taxes	Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was $90,392 for the period from February 13, 2019 (date of inception) through June 30, 2019.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, less common shares that were subject to forfeiture. At June 30, 2019, the Company did not have any dilutive securities and 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. The Company has not considered the effect of warrants sold in the Public Offering and Private Placement to purchase 19,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the period. Reconciliation of Net Loss per Common Share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Three Months 2019 For the period from through June 30, Net Income $ 340,047 $ 340,047 Less: Income attributable to common stock subject to possible redemption (358,023 ) (358,023 ) Adjusted net loss $ (17,976 ) $ (17,976 ) Weighted average shares outstanding, basic and diluted 9,386,565 7,236,612 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 )
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. At June 30, 2019, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recently issued accounting standards	Recently issued accounting standards 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	5 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Reconciliation of Net Income (Loss) per Common Share	The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Three Months 2019 For the period from through June 30, Net Income $ 340,047 $ 340,047 Less: Income attributable to common stock subject to possible redemption (358,023 ) (358,023 ) Adjusted net loss $ (17,976 ) $ (17,976 ) Weighted average shares outstanding, basic and diluted 9,386,565 7,236,612 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Jun. 30, 2019
Fair Value Disclosures [Abstract]
Schedule of fair value assets measured on recurring basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 400,482,583

Description of Organization a_2

Description of Organization and Business Operations - Additional information (Detail) - USD ($)	1 Months Ended	3 Months Ended	5 Months Ended
	Jun. 11, 2019	Jun. 30, 2019	Jun. 30, 2019
Capital Units Sold		40,000,000
proceeds from issue of warrants			$ 9,000,000
Deferred Underwriting fees			$ 15,000,000
Cash was Held out side Trust Account	$ 1,444,570
Percentag of assets held in trust fairvalue		80.00%	80.00%
Net tangible assets to be maintained for redemption of public shares			$ 5,000,001
Business combination redeeming of shares conditions			restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares or more of the Public Shares, without the prior consent of the Company.
Interest to pay dissolution expense			$ 100,000
Trust account withdraw conditions			(i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been 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 its obligation to redeem 100% of the Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering
Trust account indemnity description			reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets
IPO [Member]
Capital Units Sold	40,000,000
Proceeds from issue of shares	$ 400,000,000
Price Per Capital Unit	$ 10
Private Placement [Member]
Warrants Issued		6,000,000	6,000,000
Warrant per price		$ 1.50	$ 1.50
proceeds from issue of warrants			$ 9,000,000
Exercise price of warrant		$ 11.50	$ 11.50
Private Placement [Member] | Cantor Fizgerald co [Member]
Warrants Issued			383,333
proceeds from issue of warrants			$ 575,000
Private Placement [Member] | Nicolaus co [Member]
Warrants Issued			66,667
proceeds from issue of warrants			$ 100,000
Private Placement [Member] | Sponsor [Member]
Warrants Issued			5,550,000
proceeds from issue of warrants			$ 8,325,000
IPO And Private Placement [Member]
Assets held in trust	$ 400,000,000
Transaction costs			22,562,030
Underwriting fees			7,000,000
Deferred Underwriting fees			15,000,000
Inititial Public Offering Costs			$ 562,030

Summary of Significant Accoun_4

Summary of Significant Accounting Policies -Additional Information (Details)	3 Months Ended	5 Months Ended
	Jun. 30, 2019USD ($)shares	Jun. 30, 2019USD ($)
Cash, FDIC Insured Amount	$ 250,000	$ 250,000
Provision for income taxes	$ 90,392	$ 90,392
Warrant [Member]
Anti dilutive securities | shares	19,333,333

Reconciliation of Net Income (L

Reconciliation of Net Income (Loss) per Common Share (Details) - USD ($)		3 Months Ended	5 Months Ended
		Jun. 30, 2019	Jun. 30, 2019
Net income		$ 340,047	$ 340,047
Less: Income attributable to common stock subject to possible redemption		(358,023)	(358,023)
Adjusted net loss		$ (17,976)	$ (17,976)
Weighted average shares outstanding, basic and diluted	[1]	9,386,565	7,236,612
Basic and diluted net loss per common share		$ 0	$ 0
[1]	Excludes an aggregate of up to 38,135,881 shares subject to redemption.

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - $ / shares	1 Months Ended	3 Months Ended
	Jun. 11, 2019	Jun. 30, 2019
Capital Units Sold		40,000,000
Requisites For Warrants To Become Exercisable	The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
Redeemable Warrant [Member]
Description of Number Of Securities In Each Warrant	Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant ("Redeemable Warrant")
IPO [Member]
Capital Units Sold	40,000,000
Price Per Capital Unit	$ 10
Private Placement [Member]
Exercise price of warrant		$ 11.50

Private Placement - Additional

Private Placement - Additional Information (Details)	3 Months Ended	5 Months Ended
	Jun. 30, 2019$ / sharesshares	Jun. 30, 2019USD ($)$ / sharesshares
proceeds from issue of warrants		$ 9,000,000
Description of requisites to issue placement warrants		The Sponsor and the Company's officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Placement Warrants until 30 days after the completion of the Initial Business Combination.
Description of requisites for exercise of placement warrants		Additionally, for so long as the Placement Warrants are held by Cantor, Stifel or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement of which this prospectus forms a part.
Private Placement [Member]
Warrant per price | $ / shares	$ 1.50	$ 1.50
proceeds from issue of warrants		$ 9,000,000
Warrants Issued | shares	6,000,000	6,000,000
Exercise price of warrant | $ / shares	$ 11.50	$ 11.50
Description of warrants to be exercisable		The Placement Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
Private Placement [Member] | Sponsor [Member]
proceeds from issue of warrants		$ 8,325,000
Warrants Issued | shares		5,550,000
Private Placement [Member] | Cantor [Member]
proceeds from issue of warrants		$ 575,000
Warrants Issued | shares		383,333
Private Placement [Member] | Stifel [Member]
proceeds from issue of warrants		$ 100,000
Warrants Issued | shares		66,667

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jun. 06, 2019	Jun. 11, 2019	Mar. 31, 2019	Jun. 30, 2019	Jun. 07, 2019	Mar. 15, 2019
Value Of Founder Shares issued			$ 25,000
Description Of Stock Dividend Effected	On June 6, 2019, the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding			the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding
Requisites To Satisfy For Selling the Founder Shares Upon Acceptance of Initial Stockholders				(A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, 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.
Repayment of debt				$ 270,000
Working Capital Loans Available For Conversion Into Warrants						$ 1,500,000
Working Capital Warrants Exercise Price						$ 1.50
Administrative Services Agreement [Member]
Business Acquisition or Liquidation Cost					$ 20,000
Business acquisition related costs				16,000
Payment Of Business Combination Expense				$ 16,000
Founder [Member]
Founder Shares Forfeited				62,500
Founder [Member] | Over Allotment Exercise [Member]
Founder Shares Subject to Forfeiture	1,312,500
Sponsor [Member] | Commercial Paper [Member]
Line of credit maximum borrowing capacity						$ 300,000
Short term borrowings				$ 270,000
Repayment of debt		$ 270,000
Common Class B [Member]
Founder Shares Issued			8,625,000
Value Of Founder Shares issued			$ 863
Founder Shares Outstanding				10,000,000
Common Class B [Member] | Founder [Member]
Founder Shares Outstanding	10,062,500
Equity Method Investment, Ownership Percentage				20.00%
Founder Shares [Member]
Equity Method Investment, Ownership Percentage		20.00%
Founder Shares [Member] | Sponsor [Member]
Founder Shares Outstanding		10,000,000		10,000,000

Commitments - Additional Inform

Commitments - Additional Information (Details) - USD ($)	5 Months Ended
	Jun. 30, 2019	Jun. 11, 2019
Deferred underwritting fee		$ 15,000,000
Underwriting Payment One [Member]
Percentage of underwriting discount paid on gross proceeds		2.00%
Underwriting Payment One [Member] | Payment Option One [Member]
Proceeds from public offering	$ 350,000,000
Underwriting Payment One [Member] | Payment Option Two [Member]
Underwriting fees	7,000,000
Underwriting Payment Two [Member]
Percentage of underwriting discount paid on gross proceeds		3.50%
Underwriting Payment Two [Member] | Payment Option One [Member]
Proceeds from public offering	350,000,000
Underwriting Payment Two [Member] | Payment Option Two [Member]
Underwriting fees	12,250,000
Underwriting Payment Three [Member]
Underwriting fees	$ 2,750,000
Percentage of underwriting discount paid on gross proceeds		5.50%

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - $ / shares	Jun. 06, 2019	Jun. 30, 2019	Jun. 30, 2019	Jun. 11, 2019
Preferred Stock Number Of Shares Authorised		1,000,000	1,000,000
Preferred Stock Par Value Of Each Share		$ 0.0001	$ 0.0001
Preferred stock shares issued		0	0
Preferred stock shares outstanding		0	0
Common Stock Voting Rights			Holders of the Company’s Class A common stock are entitled to one vote for each share.
Redemption Price Per Warrant			$ 0.01
Sale Price Of Common Stock Per Share		$ 18	$ 18
Exercise Price Descriptions Of Adjustment Thereto			In addition, if (x) 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”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Common stock subject to possible redemption		38,135,881	38,135,881
Description Of Stock Dividend Effected	On June 6, 2019, the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding		the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding
Founder [Member] | Over Allotment Exercise [Member]
Founder Shares Subject to Forfeiture	1,312,500
Private Placement [Member]
Exercise Price Per Unit Of Warrant That Is Redeemable		$ 11.50	$ 11.50
Issue Price Per Warrant		$ 1.50	$ 1.50
Class Of Warrants and Rights Issued		6,000,000	6,000,000
Private Placement [Member] | Sponsor [Member]
Class Of Warrants and Rights Issued			5,550,000
Minimum [Member]
Minimum Notice Period For Warrant Redemption			30 days
Common Class A [Member]
Common Stock That The Company Is Authorised To Issue		200,000,000	200,000,000
Common Stock Par Value Of Each Share		$ 0.0001	$ 0.0001
Common stock shares issued		1,864,119	1,864,119
Common stock shares outstanding		1,864,119	1,864,119
Terms And Conditions Of Exercise Of Rights Pursuant To Warrants			Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
Common Class B [Member]
Common Stock That The Company Is Authorised To Issue		20,000,000	20,000,000
Common Stock Par Value Of Each Share		$ 0.0001	$ 0.0001
Common stock shares issued		10,000,000	10,000,000
Common stock shares outstanding		10,000,000	10,000,000
Common Class B [Member] | Founder [Member]
Common stock shares outstanding	10,062,500
Equity Method Investment, Ownership Percentage		20.00%	20.00%
Founder Shares [Member]
Equity Method Investment, Ownership Percentage				20.00%
Founder Shares [Member] | Sponsor [Member]
Common stock shares outstanding		10,000,000	10,000,000	10,000,000

Schedue of fair value assets me

Schedue of fair value assets measured on recurring basis (Details)	Jun. 30, 2019USD ($)
Assets:
Cash and marketable securities held in Trust Account	$ 400,482,583
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 400,482,583