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Note 2 - Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
Note
2
- Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of
December 31, 2018
and
December 31, 2017 
and the results of operations and cash flows for the period presented.
 
Emerging growth company
 
The Company is an "emerging growth company," as defined in Section
2
(a) of the Securities Act of
1933,
as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of
2012,
(the "JOBS Act"), and it
may
take advantage of certain exemptions from various reporting requirements 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 of
1934
(the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides 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 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 Common Share
 
Net income(loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has
not
considered the effect of the Warrants sold in the Public Offering and Private Placement Warrants to purchase
20,700,000
and
10,280,000
shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive.
 
The Company’s statement of operations includes a presentation of income per share for common shares subject to redemption in a manner similar to the
two
-class method of income per share. Net income per common share for basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable administrative fees, franchise taxes and income taxes, by the weighted average number of Class A common Stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. 
 
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
December 31, 2018
or
December 31, 2017.
 
Cash and Marketable Securities held in the Trust Account
 
The amounts held in the Trust Account represent proceeds from the Public Offering and the private placement of Private Placement Warrants of
$414,000,000
which were invested in permitted United States “government securities” within the meaning of Section
2
(a)(
16
) of the Investment Company Act of
1940,
as amended (the “Investment Company Act”), having a maturity of
180
days or less, or in money market funds meeting certain conditions under Rule
2a
-
7
under the Investment Company Act (“Permitted Investments”) and are classified as restricted assets because such amounts can only be used by the Company in connection with the consummation of an initial Business Combination.
 
As of the year ended
 December 31, 2018,
cash and Permitted Investments held in the Trust Account had a fair value of
$418,727,517.
For the
twelve
months ended
December 31, 2018,
investments held in the Trust Account generated interest income of
$5,777,767.
During
2018,
the Company paid
$970,000
to the IRS, with funds received from the Trust Account, for estimated federal income taxes. During
2018,
the Company paid
$80,000
to an affiliate of our Sponsor, with funds received from the Trust Account, for administrative services.
 
Redeemable Common Stock
 
As discussed in Note
1,
all of the
41,400,000
Public Shares contain a redemption feature which allows for the redemption of Class A Common Stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC
480,
redemption provisions
not
solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC
480.
Although the Company has
not
specified a maximum redemption threshold, its
second
amended and restated certificate of incorporation provides that 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.
 
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A Common Stock shall be affected by charges against additional paid in capital.
 
Accordingly, at
December 31, 2018,
all of the
41,400,000
shares of Class A Common Stock included in the Units were classified outside of permanent equity at approximately
$10.00
per share.
 
Concentration of credit risk
 
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times
may
exceed the Federal depository insurance coverage of
$250,000.
At
December 31, 2018,
the Company had
not
experienced losses on this account and management believes the Company is
not
exposed to significant risks on such account.
 
Use of estimates
 
The preparation of the financial statements in conformity with U.S. 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 statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
 
Fair value of financial instruments
 
The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic
820,
"Fair Value Measurements and Disclosures", approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
 
Offering Costs
 
The Company complies with the requirements of FASB ASC
340
-
10
-
S99
-
1
and SEC Staff Accounting Bulletin (“SAB”) Topic
5A
– “Expenses of
Offering”. Offering costs of
$9,506,582
consisting principally of underwriting discounts of
$8,280,000
and
$1,226,582
of professional, printing, filing, regulatory and other costs incurred through the date of the financial statements directly related to the preparation of the Public Offering were charged to stockholders' equity upon completion of the Public Offering (See Note
3
).
 
Income taxes
 
The Company follows the asset and liability method for accounting for income taxes under FASB 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.
 
FASB ASC
740
prescribes a recognition threshold and a measurement attribute for 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no
unrecognized tax benefits and
no
amounts accrued for interest and penalties as of
December 31, 2018
and
December 31, 2017.
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.  
 
On
December 22, 2017,
the U.S. Tax Cuts and Jobs Act of
2017
(“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from
35%
to
21%
effective
January 1, 2018,
among other changes. FASB ASC
740
requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred tax assets and liabilities at
December 31, 2017
at the new rate. 
 
State franchise taxes
 
The Company is incorporated in the state of Delaware and is subject to Delaware state franchise tax which is computed based on an analysis of both authorized shares and total gross assets. At
December 31, 2018, the Company
 accrued Delaware state franchise taxes of
$144,845
on the balance sheet.
 
Related Parties
 
The Company follows subtopic ASC
850
-
10
for the identification of related parties and disclosure of related party transactions.
 
Pursuant to Section
850
-
10
-
20,
the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through
one
or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule
405
under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section
825
-
10
-
15,
to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing thrust that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company
may
deal if
one
party controls or can significantly influence the management or operating policies of the other to an extent that
one
of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one
of the transacting parties and can significantly influence the other to an extent that
one
or more of the transacting parties might be prevented from fully pursuing its own separate interests.
 
Recent Accounting Pronouncements
 
In
August 2018,
the SEC adopted the final rule under SEC Release
No.
33
-
10532,
“Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on
November 5, 2018.
The Company anticipates its
first
presentation of changes in stockholders’ equity will be included in its Form
10
-Q for the quarter ended
March 31, 2019.
 
The Company has evaluated other recently issued, but 
not
 yet effective, accounting pronouncements and does 
not
 believe they would have a material effect on the Company's financial statements.
 
Subsequent Events
 
The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.