0001213900-19-022954.txt : 20191112 0001213900-19-022954.hdr.sgml : 20191112 20191112165547 ACCESSION NUMBER: 0001213900-19-022954 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 38 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20191112 DATE AS OF CHANGE: 20191112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tortoise Acquisition Corp. CENTRAL INDEX KEY: 0001759631 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-38823 FILM NUMBER: 191210495 BUSINESS ADDRESS: STREET 1: 11550 ASH STREET STREET 2: SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: (913) 981-1020 MAIL ADDRESS: STREET 1: 11550 ASH STREET STREET 2: SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 10-Q 1 f10q0919_tortoiseacquisition.htm QUARTERLY REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-38823

TORTOISE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		83-2538002
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

11550 Ash Street, Suite 300 Leawood, KS		66211
(Address of Principal Executive Offices)		(Zip Code)

(913) 981-1020

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	SHLL.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	SHLL	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SHLL WS	New York Stock Exchange

As of November 12, 2019, 23,300,917 shares of Class A common stock, par value $0.0001 per share, and 5,825,230 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

TORTOISE ACQUISITION CORP.

Form 10-Q

Table of Contents

		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018	1

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2019	2

	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2019	3

	Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2019	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TORTOISE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2019		December 31, 2018
	(Unaudited)
Assets:
Current assets:
Cash	$	1,016,141	$	-
Prepaid expenses		228,522		-
Total current assets		1,244,663		-
Investments held in Trust Account		235,275,101		-
Deferred offering costs associated with initial public offering		-		400,143
Total assets	$	236,519,764	$	400,143

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	11,707	$	10,804
Accrued expenses		-		303,500
Note payable to Sponsor		-		61,430
Accrued franchise tax		150,000		-
Total current liabilities		161,707		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		8,439,815		375,734

Commitments
Class A common stock, $0.0001 par value; 22,307,994 and -0- shares subject to possible redemption at $10.00 per share as of September 30, 2019 and December 31, 2018, respectively		223,079,940		-

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2019 and December 31, 2018		-		-
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 992,923 and -0- shares issued and outstanding (excluding 22,307,994 and -0- shares subject to possible redemption) as of September 30, 2019 and December 31, 2018, respectively		99		-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,825,230 and 6,468,750 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		583		647	⁽¹⁾⁽²⁾
Additional paid-in capital		3,258,350		24,353
Retained earnings (accumulated deficit)		1,740,977		(591	)
Total stockholders' equity		5,000,009		24,409
Total Liabilities and Stockholders' Equity	$	236,519,764	$	400,143

(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 that were subject to forfeiture to the extent 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.

The accompanying notes are an integral part of these unaudited condensed financial statements.

TORTOISE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For The Three Months Ended			For The Nine Months Ended
	September 30, 2019			September 30, 2019
General and administrative expenses	$	124,082		$	343,498
Administrative expenses - related party		30,000			70,000
Franchise tax expense		50,000			150,000
Loss from operations		(204,082	)		(563,498	)
Investment income from investments held in Trust Account		1,181,406			2,877,931
Income before income tax expense		977,324			2,314,433
Income tax expense		237,595			572,865
Net income	$	739,729		$	1,741,568

Weighted average shares outstanding of Class A common stock		23,300,917			23,300,917
Basic and diluted net income per share, Class A	$	0.04		$	0.09
Weighted average shares outstanding of Class B common stock		5,825,230			5,825,230
Basic and diluted net income per share, Class B	$	(0.03	)	$	(0.07	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

TORTOISE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

	For the nine months ended September 30, 2019
	Common Stock												Additional			Retained earnings			Total
	Class A						Class B ⁽¹⁾⁽²⁾						Paid-In			(Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Capital			Deficit)			Equity
Balances - December 31, 2018		-		$	-			6,468,750		$	647		$	24,353		$	(591	)	$	24,409
Sale of units in initial public offering, gross		23,300,917			2,330			-			-			233,006,840			-			233,009,170
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		-			-			(643,520	)		(64	)		64			-			-
Common stock subject to possible redemption		(22,153,130	)		(2,215	)		-			-			(221,529,085	)		-			(221,531,300	)
Net income		-			-			-			-			-			192,924			192,924
Balances - March 31, 2019 (unaudited)		1,147,787		$	115			5,825,230		$	583		$	4,806,974		$	192,333		$	5,000,005
Common stock subject to possible redemption		(80,891	)		(8	)		-			-			(808,902	)		-			(808,910	)
Net income		-			-			-			-			-			808,915			808,915
Balances - June 30, 2019 (unaudited)		1,066,896		$	107			5,825,230		$	583		$	3,998,072		$	1,001,248		$	5,000,010
Common stock subject to possible redemption		(73,973	)		(8	)		-			-			(739,722	)		-			(739,730	)
Net income		-			-			-			-			-			739,729			739,729
Balances - September 30, 2019 (unaudited)		992,923		$	99			5,825,230		$	583		$	3,258,350		$	1,740,977		$	5,000,009

(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 that were subject to forfeiture to the extent 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.

The accompanying notes are an integral part of these unaudited condensed financial statements.

TORTOISE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

	For The Nine Months Ended
	September 30, 2019
Cash Flows from Operating Activities:
Net income	$	1,741,568
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		(2,877,931	)
Changes in operating assets and liabilities:
Prepaid expenses		24,278
Accounts payable		11,116
Accrued expenses		(85,000	)
Accrued franchise tax		150,000
Net cash used in operating activities		(1,031,751	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(233,009,170	)
Interest released from Trust Account		612,000
Net cash used in investing activities		(232,397,170	)

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		1,016,141

Cash - beginning of the period		-
Cash - end of the period	$	1,016,141

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	$	223,079,940

Supplemental cash flow disclosure:
Cash paid for income taxes	$	612,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

TORTOISE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Description of Organization and Business Operations

Organization and General

Tortoise Acquisition Corp. (the “Company”) was incorporated in Delaware on November 7, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). 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”).

As of September 30, 2019, the Company had not commenced any operations. All activity for the period from November 7, 2018 (date of inception) to September 30, 2019 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the identification and evaluation of prospective acquisition targets for an Initial Business Combination and ongoing administrative and compliance matters. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end.

Sponsor and Initial Public Offering

The Company’s sponsor is Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As described in Note 3, on March 4, 2019, 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”).

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”), with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of 180 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and general and administrative expenses.

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”) 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.

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”) rules require that the Initial Business Combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. 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 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”) Accounting Standards Codification (“ASC”) 480, “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”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor, Tortoise Borrower, the Company’s officers and directors and Atlas Point Energy Infrastructure Fund, LLC (“Atlas Point Fund”) (collectively, the “Initial Stockholders”) agreed not to propose an amendment to the amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the public stockholders the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.

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 September 30, 2019, the Company had approximately $1.0 million in cash in its operating account and approximately $2.3 million 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 September 30, 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”), the net proceeds from the consummation of the Private Placement not held in the Trust Account and an aggregate of $612,000 of interest income released from the Trust Account since inception to fund tax obligations. The Company repaid the Note to the Sponsor in full on March 29, 2019.

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.

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”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

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”) on March 1, 2019 and the audited balance sheet filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2019.

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 unaudited 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 and nine months ended September 30, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account (approximately $1.2 million and $2.9 million, respectively, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $894,000 and $2.2 million, respectively), by the weighted average shares of Class A common stock outstanding for the periods. Basic and diluted net income per share of Class B common stock for the three and nine months ended September 30, 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.” Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate 18,310,641 shares of Class A common stock in the calculation of diluted loss per share, since inclusion would be anti-dilutive under the treasury stock method as of September 30, 2019.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consist entirely of U.S. government securities with an original maturity of 180 days or less.

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,” approximates the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements

FASB ASC 820, “Fair Value Measurements and Disclosures,” defines fair value and requires disclosures on fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

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,” requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of September 30, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable and accrued expenses approximate the fair values due to the short-term nature of the 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.” Offering costs consist of expenses incurred in connection with preparation of the Initial Public Offering. These expenses, together with the underwriting discounts and commissions, were charged to equity upon completion of the Initial Public 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.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature 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) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. 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 value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of September 30, 2019, 22,307,994 shares of Class A common stock subject to conditional redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet.

Income Taxes

The Company follows the asset and liability method of 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 condensed balance sheets carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income 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 during 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, “Income Taxes,” 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 September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

As of September 30, 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 $72,000 and $120, 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 September 30, 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 unaudited condensed financial statements.

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” and, collectively, the “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.

Of the Units sold in the Initial Public Offering, an aggregate of 77,750 Units (the “Affiliated Units”) were purchased by certain employees of affiliates of the Company.

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”), or approximately $0.004 per share. In February 2019, 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). 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 Founder Shares for cancellation by the Company. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.

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.

Related Party Loans

Prior to the consummation of the Initial Public Offering, the Sponsor agreed to loan the Company funds to cover expenses related to the Initial Public Offering and certain operating expenses. This loan was non-interest bearing and payable upon the closing of the Initial Public Offering. The Company borrowed approximately $580,000 from the Sponsor, and repaid the loan 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”), the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the agreement will terminate. The Company incurred $30,000 and $70,000 for expenses in connection with the Administrative Services Agreement for the three and nine months ended September 30, 2019, respectively, which is reflected in the accompanying unaudited condensed statements of operations. On March 29, 2019, the Sponsor assigned all of its rights, interests and obligations under the Administrative Services Agreement to Tortoise Capital Advisors, L.L.C.

5. Commitments & Contingencies

Forward Purchase Agreement

The Company entered into an amended and restated forward purchase agreement (the “Forward Purchase Agreement”) with Atlas Point Fund, pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust but is not affiliated with the Company or the Sponsor, 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. The Forward Purchase Warrants will have the same terms as the Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The proceeds from the sale of the Forward Purchase Securities may be used as part of the consideration to the sellers in the Initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company. This agreement is independent of the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the Initial Business Combination. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving the Company its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after the Company notifies it of the Company’s intention to meet to consider entering into a definitive agreement for a proposed Initial Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the 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”). The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option 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 September 30, 2019, the Company recorded an aggregate of $150,000 in connection with such arrangement as deferred legal fees in the accompanying unaudited condensed balance sheets.

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 September 30, 2019, there were 23,300,917 shares of Class A common stock issued and outstanding, of which 22,307,994 shares of Class A common stock were classified outside of permanent equity.

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 September 30, 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 September 30, 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 exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of 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.

7. Fair Value Measurements

The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

September 30, 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	$	235,275,101	$	-	$	-

As of September 30, 2019, the investments held in the Trust Account were held in marketable securities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to “we,” “us,” “our” or the “Company” are to Tortoise Acquisition Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

●

our ability to select an appropriate target business or businesses;

●

our ability to complete our initial business combination;

●

our expectations around the performance of the prospective target business or businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

●

the proceeds from the sale of the forward purchase securities being available to us;

●

the trust account not being subject to claims of third parties; or

●

our financial performance in the future.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under the heading “Risk Factors” in our other U.S. Securities and Exchange Commission (the “SEC”) filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

We are a blank check company incorporated as a Delaware corporation and 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”). On March 4, 2019 (the “IPO Closing Date”), we completed our initial public offering (the “Initial Public Offering”) of 23,300,917 units (the “Units”), including 800,917 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Units were sold at a price of $10.00 per unit, generating gross proceeds to us of approximately $233.0 million. We incurred offering costs of approximately $13.36 million, inclusive of approximately $8.13 million in deferred underwriting commissions.

On March 4, 2019, simultaneously with the consummation of the Initial Public Offering, we completed the private sale (the “Private Placement”) of 6,660,183 private placement warrants at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) to Tortoise Borrower, LLC, a Delaware limited liability company (“Tortoise Borrower”) and an affiliate of Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds to us of approximately $6.66 million.

Approximately $233.0 million of the net proceeds from the Initial Public Offering and the Private Placement has been deposited in a trust account established for the benefit of our public stockholders (the “Trust Account”).

Our certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account will be released until the earliest 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”) that have been properly tendered in connection with a stockholder vote to amend our certificate of incorporation to affect the substance or timing of our obligation to redeem 100% of such Public Shares if we have not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering; or (iii) the redemption of 100% of the Public Shares if we are unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2021 (the “Combination Period”). The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

In connection with the Initial Public Offering, Atlas Point Energy Infrastructure Fund, LLC (“Atlas Point Fund”), which is a fund managed by CIBC National Trust but is not affiliated with us or our Sponsor, entered into an amended and restated forward purchase agreement (the “Forward Purchase Agreement”) with us that provides for the purchase by Atlas Point Fund of 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 our Initial Business Combination. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving us its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after we notify Atlas Point Fund of our intention to meet to consider entering into a definitive agreement for a proposed Initial Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the Forward Purchase Securities.

We are currently in the process of locating suitable targets for an Initial Business Combination. We intend to effectuate an Initial Business Combination using cash from the proceeds of the Initial Public Offering, the Private Placement, the private placement of Forward Purchase Securities, and from additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt. We are pursuing acquisition opportunities and, at any given time, may be in various stages of due diligence or preliminary discussions with respect to a number of potential acquisitions. From time to time, we may enter into non-binding letters of intent, but we are currently not subject to any definitive merger or acquisition (or similar) agreement with respect to any business combination. However, we cannot assure you that we will identify any suitable target candidates or, if identified, that we will be able to complete the acquisition of such candidates on favorable terms or at all.

Results of Operations

We have neither engaged in any significant operations nor generated any operating revenue to date. Our only activities from inception through the IPO Closing Date related to our formation and the Initial Public Offering. Although we have not generated operating revenue, we have generated non-operating income in the form of investment income from investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company, as well as costs in the pursuit of our acquisition plans.

For the three months ended September 30, 2019, we had net income of approximately $740,000, which consisted of approximately $1.2 million in investment income, offset by approximately $124,000 in general and administrative expenses, $30,000 in related-party administrative expenses, $50,000 in franchise tax expense and approximately $238,000 in income tax expense.

For the nine months ended September 30, 2019, we had net income of approximately $1.7 million, which consisted of approximately $2.9 million in investment income, offset by approximately $343,000 in general and administrative expenses, $70,000 in related-party administrative expenses, $150,000 in franchise tax expense and approximately $573,000 in income tax expense.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial sale of shares of Class B common stock (the “Founder Shares”), par value $0.0001 per share, to our Sponsor. Additionally, our Sponsor advanced funds totaling $580,000 pursuant to an unsecured promissory note (the “Note”) to cover administrative and offering expenses. On March 29, 2019, we repaid the Note in full. Subsequent to the IPO Closing Date, our liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account and an aggregate of $612,000 of interest income released from the Trust Account since inception to fund income tax payments.

As of September 30, 2019, we had approximately $1.0 million in our operating account and approximately $2.3 million of investment income earned from investments held in the Trust Account that may be released to us to pay our franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses).

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. Over this time period, these funds will be used 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.

Related Party Transactions

Founder Shares

In November 2018, our Sponsor paid $25,000 in offering expenses on our behalf in exchange for the issuance of 5,750,000 Founder Shares. In February 2019, we effected a stock dividend of 718,750 Founder Shares, resulting in our 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). 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, our Sponsor forfeited 643,520 Founder Shares for cancellation by us. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.

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 our 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 we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the consummation of the Initial Public Offering, we completed the Private Placement of the Private Placement Warrants to Tortoise Borrower, generating gross proceeds of approximately $6.66 million. 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 Our Sponsor

On November 7, 2018, our Sponsor agreed to loan us 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 us and our Sponsor dated February 27, 2019 (the “Administrative Services Agreement”), we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of the Initial Business Combination or our liquidation, the agreement will terminate. We incurred $30,000 and $70,000 for expenses in connection with the Administrative Services Agreement for the three and nine months ended September 30, 2019, respectively, which is reflected in the accompanying unaudited condensed statement of operations. On March 29, 2019, our Sponsor assigned all of its rights, interests and obligations under the Administrative Services Agreement to Tortoise Capital Advisors, L.L.C.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes in our critical accounting policies as discussed in our final prospectus filed with the SEC on March 1, 2019 and with the audited balance sheet included as an exhibit to our Current Report on Form 8-K filed with the SEC on March 8, 2019.

Off-Balance Sheet Arrangements

As of September 30, 2019 and December 31, 2018, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

As of September 30, 2019, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. On February 27, 2019, we entered into an Administrative Services Agreement pursuant to which we have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of the Initial Business Combination or our liquidation, the agreement will terminate. On March 29, 2019, our Sponsor assigned all of its rights, interests and obligations under the Administrative Services Agreement to Tortoise Capital Advisors, L.L.C.

The underwriters of the Initial Public Offering were entitled to underwriting discounts and commissions of 5.5%, of which 2.0% (approximately $4.64 million) was paid at the closing of the Initial Public Offering and 3.5% (approximately $8.13 million) was deferred. The deferred underwriting discounts and commissions will become payable to the underwriters upon the consummation of the Initial Business Combination and will be paid from the amounts held in the Trust Account. The underwriters are not entitled to any interest accrued on the deferred underwriting discounts and commissions.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the JOBS Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting and Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the IPO Closing Date or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control over Financial Reporting

As of September 30, 2019, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our prospectus filed with the SEC on March 1, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales

In November 2018, our Sponsor purchased 5,750,000 Founder Shares for $25,000, or approximately $0.004 per share. The Founder Shares will automatically convert into shares of our Class A common stock at the time of the Initial Business Combination. In February 2019, we effected a stock dividend of 718,750 shares of our Class B common stock, resulting in our 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). 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, our Sponsor forfeited 643,520 Founder Shares for cancellation by us. On February 27, 2019, our Sponsor transferred 1,265,625 Founder Shares to Tortoise Borrower. On March 4, 2019, Tortoise Borrower transferred 1,265,625 Founder Shares to Atlas Point Fund pursuant to the Forward Purchase Agreement and our Sponsor transferred 40,000 Founder Shares to each of our independent directors. The Founder Shares were issued in connection with our organization pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.

Simultaneously with the consummation of the Initial Public Offering, Tortoise Borrower purchased from us an aggregate of 6,660,183 Private Placement Warrants in the Private Placement (for a purchase price of approximately $6.66 million). Each Private Placement Warrant entitles the holder thereof to purchase one share of our Class A common stock at an exercise price of $11.50 per share. The sale of the Private Placement Warrants was made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

On the IPO Closing Date, we consummated the Initial Public Offering of 23,300,917 Units, including 800,917 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of approximately $233.0 million.

On March 4, 2019, simultaneously with the consummation of the Initial Public Offering, we completed the private sale of 6,660,183 Private Placement Warrants at a purchase price of $1.00 per warrant to Tortoise Borrower, generating gross proceeds to us of approximately $6.66 million.

Barclays Capital Inc., Goldman Sachs & Co. LLC and UBS Securities LLC served as underwriters for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-229537) (the “Registration Statement”). The SEC declared the Registration Statement effective on February 27, 2019.

From November 7, 2018 (date of inception) through the IPO Closing Date, we incurred approximately $13.36 million for costs and expenses related to the Initial Public Offering. In connection with the closing of the Initial Public Offering, we paid a total of approximately $4.64 million in underwriting discounts and commissions. In addition, the underwriters agreed to defer approximately $8.13 million in underwriting discounts and commissions, which amount will be payable upon consummation of the Initial Business Combination. Prior to the closing of the Initial Public Offering, our Sponsor advanced us $580,000 to be used for a portion of the expenses of the Initial Public Offering. On March 29, 2019, a total of $580,000 was repaid to our Sponsor out of the $1,000,000 of proceeds from our Initial Public Offering that were allocated for the payment of offering expenses other than underwriting discounts and commissions. There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our final prospectus filed with the SEC on March 1, 2019.

After deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $8.13 million, which amount will be payable upon consummation of the Initial Business Combination) and offering expenses, the total net proceeds from our Initial Public Offering and the Private Placement were approximately $234.4 million, of which approximately $233.0 million (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits not incorporated by reference to a prior filing are designated by an asterisk (*); all exhibits not so designated are incorporated by reference to a prior filing as indicated.

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Tortoise Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38823) filed with the SEC on March 5, 2019).

3.2		Bylaws of Tortoise Acquisition Corp. (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-229537) filed with the SEC on February 6, 2019).

31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 12th day of November, 2019.

	TORTOISE ACQUISITION CORP.

	/s/ Vincent T. Cubbage
	Name:	Vincent T. Cubbage
	Title:	President and Chief Executive Officer (Principal Executive Officer)

	/s/ Connie Savage
	Name:	Connie Savage
	Title:	Chief Financial Officer (Principal Financial Officer)

EX-31.1 2 f10q0919ex31-1_tortoiseacq.htm CERTIFICATION

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Vincent T. Cubbage, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tortoise Acquisition Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2019

By:

/s/ Vincent T. Cubbage

Vincent T. Cubbage

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2 3 f10q0919ex31-2_tortoiseacq.htm CERTIFICATION

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Connie Savage, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tortoise Acquisition Corp. (the “registrant”);

b. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2019

By:

/s/ Connie Savage

Connie Savage

Chief Financial Officer

(Principal Financial Officer)

EX-32.1 4 f10q0919ex32-1_tortoiseacq.htm CERTIFICATION

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tortoise Acquisition Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2019, as filed with the Securities and Exchange Commission (the “Report”), I, Vincent T. Cubbage, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2019

/s/ Vincent T. Cubbage

Name:

Vincent T. Cubbage

Title:

President and Chief Executive Officer

(Principal Executive Officer)

EX-32.2 5 f10q0919ex32-2_tortoiseacq.htm CERTIFICATION

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tortoise Acquisition Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2019, as filed with the Securities and Exchange Commission (the “Report”), I, Connie Savage, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2019

/s/ Connie Savage

Name:

Connie Savage

Title:

Chief Financial Officer

(Principal Financial Officer)

EX-101.INS 6 shll-20190930.xml XBRL INSTANCE FILE 0001759631 2019-01-01 2019-09-30 0001759631 2018-12-31 0001759631 us-gaap:CommonClassBMember 2018-12-31 0001759631 us-gaap:CommonClassAMember 2018-12-31 0001759631 us-gaap:CommonClassBMember 2019-01-01 2019-09-30 0001759631 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001759631 us-gaap:RetainedEarningsMember 2018-12-31 0001759631 us-gaap:IPOMember 2019-01-01 2019-09-30 0001759631 us-gaap:CommonClassAMember 2019-01-01 2019-09-30 0001759631 us-gaap:IPOMember 2019-02-24 2019-03-04 0001759631 2019-09-30 0001759631 us-gaap:CommonClassBMember 2019-02-01 2019-02-28 0001759631 us-gaap:CommonClassBMember 2018-11-01 2018-11-30 0001759631 us-gaap:CommonClassBMember 2018-11-30 0001759631 SHLL:FounderSharesMember 2019-03-05 2019-03-07 0001759631 2019-03-02 2019-03-04 0001759631 us-gaap:CommonClassAMember 2019-09-30 0001759631 us-gaap:CommonClassBMember 2019-09-30 0001759631 2019-02-01 2019-02-28 0001759631 us-gaap:CommonClassBMember 2019-03-04 0001759631 us-gaap:CommonClassBMember 2019-03-02 2019-03-04 0001759631 us-gaap:CommonClassBMember 2019-03-05 2019-03-07 0001759631 us-gaap:PreferredStockMember 2019-09-30 0001759631 us-gaap:WarrantMember 2019-01-01 2019-09-30 0001759631 us-gaap:WarrantMember 2019-09-30 0001759631 us-gaap:FairValueInputsLevel1Member 2019-09-30 0001759631 us-gaap:FairValueInputsLevel2Member 2019-09-30 0001759631 us-gaap:FairValueInputsLevel3Member 2019-09-30 0001759631 us-gaap:CommonClassAMember us-gaap:EquityMember 2019-09-30 0001759631 us-gaap:AdditionalPaidInCapitalMember 2019-09-30 0001759631 us-gaap:RetainedEarningsMember 2019-09-30 0001759631 us-gaap:IPOMember 2019-09-30 0001759631 us-gaap:CommonClassBMember 2019-02-01 2019-02-27 0001759631 us-gaap:OverAllotmentOptionMember 2019-03-04 0001759631 2019-04-01 2019-06-30 0001759631 us-gaap:CommonClassAMember 2019-04-01 2019-06-30 0001759631 us-gaap:CommonClassBMember 2019-04-01 2019-06-30 0001759631 us-gaap:CommonClassAMember 2019-01-01 2019-03-31 0001759631 us-gaap:CommonClassAMember 2019-03-31 0001759631 us-gaap:CommonClassBMember 2019-01-01 2019-03-31 0001759631 us-gaap:CommonClassBMember 2019-03-31 0001759631 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-03-31 0001759631 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0001759631 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0001759631 us-gaap:RetainedEarningsMember 2019-03-31 0001759631 2019-01-01 2019-03-31 0001759631 2019-03-31 0001759631 us-gaap:AdditionalPaidInCapitalMember 2019-04-01 2019-06-30 0001759631 us-gaap:RetainedEarningsMember 2019-04-01 2019-06-30 0001759631 us-gaap:CommonClassAMember 2019-11-11 0001759631 us-gaap:CommonClassBMember 2019-11-11 0001759631 us-gaap:CommonClassAMember 2019-06-30 0001759631 us-gaap:CommonClassBMember 2019-06-30 0001759631 us-gaap:AdditionalPaidInCapitalMember 2019-06-30 0001759631 us-gaap:RetainedEarningsMember 2019-06-30 0001759631 2019-06-30 0001759631 us-gaap:CommonClassAMember 2019-07-01 2019-09-30 0001759631 us-gaap:CommonClassBMember 2019-07-01 2019-09-30 0001759631 us-gaap:AdditionalPaidInCapitalMember 2019-07-01 2019-09-30 0001759631 us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0001759631 2019-07-01 2019-09-30 0001759631 2019-03-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure SHLL:Days SHLL:Units SHLL:Unit Tortoise Acquisition Corp. 0001759631 10-Q 2019-09-30 false --12-31 true false Non-accelerated Filer

24409

647

24353

-591

5000009

583

3258350

1740977

115

583

4806974

192333

5000005

107

583

3998072

1001248

5000010

1000000

0.0001

0.001

20000000

200000000

20000000

200000000

6468750

5750000

992923

5825230

23300917

6468750

992923

5825230

6468750

23300917

843750 843750 180 days Aggregate of 20% or more.

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.

250000

0.80 3375000 800917 800917 10 Q3 2019 true 1. Description of Organization and Business Operations   Organization and General   Tortoise Acquisition Corp. (the "Company") was incorporated in Delaware on November 7, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Initial Business Combination"). 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").   As of September 30, 2019, the Company had not commenced any operations. All activity for the period from November 7, 2018 (date of inception) to September 30, 2019 relates to the Company's formation and the initial public offering (the "Initial Public Offering") described below, and since the closing of the Initial Public Offering, the identification and evaluation of prospective acquisition targets for an Initial Business Combination and ongoing administrative and compliance matters. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end.   Sponsor and Initial Public Offering   The Company's sponsor is Tortoise Sponsor LLC, a Delaware limited liability company (the "Sponsor"). As described in Note 3, on March 4, 2019, 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").   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"), with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of 180 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and general and administrative expenses.   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") 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.   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") rules require that the Initial Business Combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. 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 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") Accounting Standards Codification ("ASC") 480, "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")), will be restricted from redeeming their shares with respect to more than an aggregate of 20% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.   The Sponsor, Tortoise Borrower, the Company's officers and directors and Atlas Point Energy Infrastructure Fund, LLC ("Atlas Point Fund") (collectively, the "Initial Stockholders") agreed not to propose an amendment to the amended and restated certificate of incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the public stockholders the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.   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 September 30, 2019, the Company had approximately $1.0 million in cash in its operating account and approximately $2.3 million 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 September 30, 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"), the net proceeds from the consummation of the Private Placement not held in the Trust Account and an aggregate of $612,000 of interest income released from the Trust Account since inception to fund tax obligations. The Company repaid the Note to the Sponsor in full on March 29, 2019.    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. 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").

1000000

235275101

2300000

612000

2200000

894000

18310641 22307994

120

72000

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.

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.

77750

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).

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).

(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.

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.

5750000

25000

0.004

643520

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. 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.

150000

(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).

● 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.

5825230

23300917

5825230

-0.07

0.09

0.04

-0.03

6468750

992923

5825230

1147787

5825230

1066896

5825230

2330 233006840 233009170 23300917 -13355381 -13355381 6660183 6660183

-64

-643520 -80891 -22153130 -73973 -808910 -8 -2215 -221529085 -221531300 -808902 -8 -739722 -739730

808915

192924

808915

739729

5000001

10000

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%.

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.

800917

70000

30000

true DE Yes 001-38823 2900000 1200000 Yes 223079940 252800 150000 8128108 250997 85000 10213

1016141

234445062

4644633

579658

6660183

233009170

-232397170

612000 233009170

-1031751

150000

-85000

11116

-24278

2877931 4218 23300917 5825230 (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. 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”), the net proceeds from the consummation of the Private Placement not held in the Trust Account and an aggregate of $612,000 of interest income released from the Trust Account since inception to fund tax obligations. 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”), with Continental Stock Transfer & Trust Company acting as trustee.

228522

1244663

400143

236519764

10804

11707

303500

61430 150000

375734

161707

150000 8128108

375734

8439815

223079940

647

583

24353

3258350

-591

1740977

400143

236519764

0.0001

0 0 22307994 22307994

10.00

343498

124082

70000 30000

150000

50000

-563498

-204082

2877931

1181406

2314433

977324

572865

237595

1741568

739729

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") for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.   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") on March 1, 2019 and the audited balance sheet filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on March 8, 2019.   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 unaudited 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 and nine months ended September 30, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account (approximately $1.2 million and $2.9 million, respectively, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $894,000 and $2.2 million, respectively), by the weighted average shares of Class A common stock outstanding for the periods. Basic and diluted net income per share of Class B common stock for the three and nine months ended September 30, 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." Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate 18,310,641 shares of Class A common stock in the calculation of diluted loss per share, since inclusion would be anti-dilutive under the treasury stock method as of September 30, 2019.   Concentration of Credit Risk   Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company's investments held in the Trust Account consist entirely of U.S. government securities with an original maturity of 180 days or less.   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," approximates the carrying amounts represented in the condensed balance sheets.   Fair Value Measurements   FASB ASC 820, "Fair Value Measurements and Disclosures," defines fair value and requires disclosures on fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.   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:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="width: 0.5in; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 24px; font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;</td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">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</td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">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.</td></tr> </table>   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," requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of September 30, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable and accrued expenses approximate the fair values due to the short-term nature of the 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." Offering costs consist of expenses incurred in connection with preparation of the Initial Public Offering. These expenses, together with the underwriting discounts and commissions, were charged to equity upon completion of the Initial Public 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." Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature 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) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. 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 value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of September 30, 2019, 22,307,994 shares of Class A common stock subject to conditional redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's unaudited condensed balance sheet.   Income Taxes   The Company follows the asset and liability method of 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 condensed balance sheets carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income 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 during 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, "Income Taxes," 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 September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.   As of September 30, 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 $72,000 and $120, 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 September 30, 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 unaudited condensed financial statements.

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") for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.   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") on March 1, 2019 and the audited balance sheet filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on March 8, 2019.

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 unaudited 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 and nine months ended September 30, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account (approximately $1.2 million and $2.9 million, respectively, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $894,000 and $2.2 million, respectively), by the weighted average shares of Class A common stock outstanding for the periods. Basic and diluted net income per share of Class B common stock for the three and nine months ended September 30, 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." Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate 18,310,641 shares of Class A common stock in the calculation of diluted loss per share, since inclusion would be anti-dilutive under the treasury stock method as of September 30, 2019.

Concentration of Credit Risk   Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company's investments held in the Trust Account consist entirely of U.S. government securities with an original maturity of 180 days or less.

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," approximates the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements   FASB ASC 820, "Fair Value Measurements and Disclosures," defines fair value and requires disclosures on fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.   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:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="width: 0.5in; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 24px; font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;</td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">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</td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: top; background-color: white; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">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.</td></tr> </table>   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," requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of September 30, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable and accrued expenses approximate the fair values due to the short-term nature of the 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." Offering costs consist of expenses incurred in connection with preparation of the Initial Public Offering. These expenses, together with the underwriting discounts and commissions, were charged to equity upon completion of the Initial Public 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." Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature 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) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. 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 value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of September 30, 2019, 22,307,994 shares of Class A common stock subject to conditional redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's unaudited condensed balance sheet.

Income Taxes   The Company follows the asset and liability method of 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 condensed balance sheets carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income 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 during 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, "Income Taxes," 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 September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.   As of September 30, 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 $72,000 and $120, 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 September 30, 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 unaudited condensed financial statements.

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" and, collectively, the "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.   Of the Units sold in the Initial Public Offering, an aggregate of 77,750 Units (the "Affiliated Units") were purchased by certain employees of affiliates of the Company.

5. Commitments & Contingencies   Forward Purchase Agreement   The Company entered into an amended and restated forward purchase agreement (the "Forward Purchase Agreement") with Atlas Point Fund, pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust but is not affiliated with the Company or the Sponsor, 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. The Forward Purchase Warrants will have the same terms as the Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The proceeds from the sale of the Forward Purchase Securities may be used as part of the consideration to the sellers in the Initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company. This agreement is independent of the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the Initial Business Combination. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving the Company its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after the Company notifies it of the Company's intention to meet to consider entering into a definitive agreement for a proposed Initial Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the 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"). The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.   Underwriting Agreement   The Company granted the underwriters a 45-day option 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 September 30, 2019, the Company recorded an aggregate of $150,000 in connection with such arrangement as deferred legal fees in the accompanying unaudited condensed balance sheets.

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 September 30, 2019, there were 23,300,917 shares of Class A common stock issued and outstanding, of which 22,307,994 shares of Class A common stock were classified outside of permanent equity.   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 September 30, 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 September 30, 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 exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.   The Company may call the Warrants for redemption for cash (except with respect to the Private Placement Warrants):   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="width: 48px; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 24px; font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">in whole and not in part;</td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">at a price of $0.01 per Warrant;</td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">upon a minimum of 30 days' prior written notice of redemption; and</td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif">●</td> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif">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.</td></tr> </table>    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.

7. Fair Value Measurements   The following table presents information about the Company's assets that are measured on a recurring basis as of September 30, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif">September 30, 2019</td></tr> <tr style="vertical-align: bottom"> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid">Description</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Quoted Prices in Active Markets (Level 1)</td><td style="padding-bottom: 1.5pt; font: 10pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Significant Other Observable Inputs (Level 2)</td><td style="padding-bottom: 1.5pt; font: 10pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Significant Other Unobservable Inputs (Level 3)</td><td style="padding-bottom: 1.5pt; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 65%; font: 10pt Times New Roman, Times, Serif; text-align: left">Investments held in Trust Account</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif; text-align: right">235,275,101</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 9%; font: 10pt Times New Roman, Times, Serif; text-align: right">    -</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 9%; font: 10pt Times New Roman, Times, Serif; text-align: right">     -</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table> As of September 30, 2019, the investments held in the Trust Account were held in marketable securities.

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif">September 30, 2019</td></tr> <tr style="vertical-align: bottom"> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid">Description</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Quoted Prices in Active Markets (Level 1)</td><td style="padding-bottom: 1.5pt; font: 10pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Significant Other Observable Inputs (Level 2)</td><td style="padding-bottom: 1.5pt; font: 10pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Significant Other Unobservable Inputs (Level 3)</td><td style="padding-bottom: 1.5pt; font: 10pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 65%; font: 10pt Times New Roman, Times, Serif; text-align: left">Investments held in Trust Account</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif; text-align: right">235,275,101</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 9%; font: 10pt Times New Roman, Times, Serif; text-align: right">    -</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 9%; font: 10pt Times New Roman, Times, Serif; text-align: right">     -</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table>

580000

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"), or approximately $0.004 per share. In February 2019, 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). 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 Founder Shares for cancellation by the Company. As used herein, unless the context otherwise requires, "Founder Shares" shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.   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.   Related Party Loans    Prior to the consummation of the Initial Public Offering, the Sponsor agreed to loan the Company funds to cover expenses related to the Initial Public Offering and certain operating expenses. This loan was non-interest bearing and payable upon the closing of the Initial Public Offering. The Company borrowed approximately $580,000 from the Sponsor, and repaid the loan 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"), the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of the Initial Business Combination or the Company's liquidation, the agreement will terminate. The Company incurred $30,000 and $70,000 for expenses in connection with the Administrative Services Agreement for the three and nine months ended September 30, 2019, respectively, which is reflected in the accompanying unaudited condensed statements of operations. On March 29, 2019, the Sponsor assigned all of its rights, interests and obligations under the Administrative Services Agreement to Tortoise Capital Advisors, L.L.C.

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). Share amounts include up to 843,750 shares of Class B common stock that were subject to forfeiture to the extent 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.

EX-101.SCH 7 shll-20190930.xsd XBRL SCHEMA FILE 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Condensed Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Condensed Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Unaudited Condensed Statements of Operations link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Unaudited Condensed Statement of Changes in Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Unaudited Condensed Statement of Cash Flows link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - Description of Organization and Business Operations link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - Initial Public Offering link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - Commitments & Contingencies link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - Description of Organization and Business Operations (Details) link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - Summary of Significant Accounting Policies (Details) link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - Initial Public Offering (Details) link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - Related Party Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - Commitments & Contingencies (Details) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - Stockholders' Equity (Details) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - Fair Value Measurements (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 shll-20190930_cal.xml XBRL CALCULATION FILE EX-101.DEF 9 shll-20190930_def.xml XBRL DEFINITION FILE EX-101.LAB 10 shll-20190930_lab.xml XBRL LABEL FILE Class of Stock [Axis] Common Class B [Member] Common Class A [Member] Equity Components [Axis] Additional Paid-In Capital Retained Earnings / Accumulated Deficit Sale of Stock [Axis] IPO [Member] Related Party Transaction [Axis] Founder Shares [Member] Preferred Stock [Member] Warrant [Member] Fair Value Hierarchy and NAV [Axis] Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Inputs, Level 3 [Member] Trading Activity [Axis] Equity [Member] Over-Allotment Option [Member] Statement [Table] Statement [Line Items] Class A common stock Class B common stock Entity Registrant Name Entity Central Index Key Amendment Flag Current Fiscal Year End Date Document Type Document Period End Date Document Fiscal Period Focus Document Fiscal Year Focus Entity Filer Category Entity Current Reporting Status Entity Small Business Entity Emerging Growth Company Entity Ex Transition Period Entity Shell Company Entity Common Stock, Shares Outstanding Entity Filer Number Entity Interactive Data Current Entity Incorporation State Country Code ASSETS Current assets: Cash Prepaid expenses Total current assets Investments held in Trust Account Deferred offering costs associated with initial public offering Total assets Liabilities and Stockholders' Equity: Current liabilities: Accounts payable Accrued expenses Note payable to Sponsor Accrued franchise tax Total current liabilities Deferred legal fees associated with initial public offering Deferred underwriting commissions associated with initial public offering Total liabilities Commitments Class A common stock, $0.0001 par value; 22,307,994 and -0- shares subject to possible redemption at $10.00 per share as of September 30, 2019 and December 31, 2018, respectively Stockholders' Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2019 and December 31, 2018 Common stock value Additional paid-in capital Retained earnings (accumulated deficit) Total stockholders' equity Total Liabilities and Stockholders' Equity Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Common stock subject to possible redemption Price per share General and administrative expenses Administrative expenses - related party Franchise tax expense Loss from operations Investment income from investments held in Trust Account Income before income tax expense Income tax expense Net income Weighted average shares outstanding Basic and diluted net income Common Stock Class A Common Stock Class B Retained earnings (Accumulated Deficit) Balance Balance, Shares Sale of units in initial public offering, gross Sale of units in initial public offering, gross, Shares Offering costs Sale of private placement warrants to Sponsor in private placement Forfeiture of Class B common stock Forfeiture of Class B common stock, Shares Common stock subject to possible redemption Common stock subject to possible redemption, Shares Net income Balance Balance, Shares Statement of Cash Flows [Abstract] Cash Flows from Operating Activities: Net income Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by Sponsor Investment income from investments held in Trust Account Changes in operating assets and liabilities: Prepaid expenses Accounts payable Accrued expenses Accrued franchise tax Net cash used in operating activities Cash Flows from Investing Activities Cash deposited in Trust Account Interest released from Trust Account Net cash used in investing activities Cash Flows from Financing Activities: Gross proceeds received from initial public offering Proceeds received from sale of private placement warrants Repayment of note payable to Sponsor Offering costs paid Net cash provided by financing activities Net increase in cash Cash - beginning of the period Cash - end of the period Supplemental disclosure of noncash activities: Reduction of accounts payable paid by Sponsor included in note payable Offering costs included in accrued expenses Offering costs included in note payable Deferred underwriting commissions associated with the initial public offering Deferred legal fees associated with the initial public offering Prepaid expenses included in note payable Value of common stock subject to possible redemption Supplemental cash flow disclosure: Cash paid for income taxes Description of Organization and Business Operations [Abstract] Description of Organization and Business Operations Accounting Policies [Abstract] Summary of Significant Accounting Policies Initial Public Offering [Abstract] Initial Public Offering Related Party Transactions [Abstract] Related Party Transactions Commitments and Contingencies Disclosure [Abstract] Commitments & Contingencies Equity [Abstract] Stockholders' Equity Fair Value Disclosures [Abstract] Fair Value Measurements Subsequent Events [Abstract] Subsequent Events Basis of Presentation Emerging Growth Company Net Income (Loss) Per Share of Common Stock Concentration of Credit Risk Financial Instruments Fair Value Measurements Use of Estimates Offering Costs Class A Common Stock Subject to Possible Redemption Income Taxes Recent Accounting Pronouncements Schedule of assets are measured on a recurring basis Initial Public Offering [Member] Private Placement [Member] Description of Organization and Business Operations (Textual) Proposed offering and private placement, description Maximum maturity of securities held in trust account Trust account, description Business combination fair market value, percentage Business combination net tangible assets Class A common stock sold, description Description of proposed offering to business combination Initial public offering, description Cash Investment income in trust account Liquidity, description Summary of Significant Accounting Policies (Textual) Federal depository insurance coverage Investment income in trust account Payment of taxes Aggregate of warrants to purchase common stock Class A common stock subject to conditional redemption Net operating loss carryforwards Initial Public Offering (Textual) Description of offer for sale Description of outstanding warrants Affiliated units Related Party Transactions (Textual) Exchange for issuance of shares Price per share Offering expenses Description of effected a stock dividend Description of business combination and subject to certain transfer restrictions EX-101.PRE 11 shll-20190930_pre.xml XBRL PRESENTATION FILE XML 12 R11.htm IDEA: XBRL DOCUMENT

Commitments & Contingencies	9 Months Ended
Sep. 30, 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") with Atlas Point Fund, pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust but is not affiliated with the Company or the Sponsor, 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. The Forward Purchase Warrants will have the same terms as the Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The proceeds from the sale of the Forward Purchase Securities may be used as part of the consideration to the sellers in the Initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company. This agreement is independent of the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the Initial Business Combination. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving the Company its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after the Company notifies it of the Company's intention to meet to consider entering into a definitive agreement for a proposed Initial Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the 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"). The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. *Underwriting Agreement* The Company granted the underwriters a 45-day option 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 September 30, 2019, the Company recorded an aggregate of $150,000 in connection with such arrangement as deferred legal fees in the accompanying unaudited condensed balance sheets.

Commitments & Contingencies

9 Months Ended

Sep. 30, 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") with Atlas Point Fund, pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust but is not affiliated with the Company or the Sponsor, 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. The Forward Purchase Warrants will have the same terms as the Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The proceeds from the sale of the Forward Purchase Securities may be used as part of the consideration to the sellers in the Initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company. This agreement is independent of the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the Initial Business Combination. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving the Company its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after the Company notifies it of the Company's intention to meet to consider entering into a definitive agreement for a proposed Initial Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the 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"). The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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 September 30, 2019, the Company recorded an aggregate of $150,000 in connection with such arrangement as deferred legal fees in the accompanying unaudited condensed balance sheets.

XML 13 R15.htm IDEA: XBRL DOCUMENT

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of assets are measured on a recurring basis

September 30, 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	$	235,275,101	$	-	$	-

XML 14 R19.htm IDEA: XBRL DOCUMENT

Related Party Transactions (Details)		1 Months Ended			3 Months Ended	9 Months Ended
Related Party Transactions (Details)	Mar. 07, 2019 shares	Feb. 28, 2019	Feb. 27, 2019 USD ($)	Nov. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Mar. 29, 2019 USD ($)	Mar. 04, 2019 Units / 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					$ 30,000	$ 70,000
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 sponsor			$ 10,000

XML 15 R4.htm IDEA: XBRL DOCUMENT

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Sep. 30, 2019	Sep. 30, 2019
General and administrative expenses	$ 124,082	$ 343,498
Administrative expenses - related party	30,000	70,000
Franchise tax expense	50,000	150,000
Loss from operations	(204,082)	(563,498)
Investment income from investments held in Trust Account	1,181,406	2,877,931
Income before income tax expense	977,324	2,314,433
Income tax expense	237,595	572,865
Net income	$ 739,729	$ 1,741,568
Class A common stock
Weighted average shares outstanding	23,300,917	23,300,917
Basic and diluted net income	$ 0.04	$ 0.09
Class B common stock
Weighted average shares outstanding	5,825,230	5,825,230
Basic and diluted net income	$ (0.03)	$ (0.07)

XML 16 R8.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 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") for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

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") on March 1, 2019 and the audited balance sheet filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on March 8, 2019.

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 unaudited 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 and nine months ended September 30, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account (approximately $1.2 million and $2.9 million, respectively, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $894,000 and $2.2 million, respectively), by the weighted average shares of Class A common stock outstanding for the periods. Basic and diluted net income per share of Class B common stock for the three and nine months ended September 30, 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." Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate 18,310,641 shares of Class A common stock in the calculation of diluted loss per share, since inclusion would be anti-dilutive under the treasury stock method as of September 30, 2019.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company's investments held in the Trust Account consist entirely of U.S. government securities with an original maturity of 180 days or less.

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," approximates the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements

FASB ASC 820, "Fair Value Measurements and Disclosures," defines fair value and requires disclosures on fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

	●	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.

FASB ASC 825, "Financial Instruments," requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of September 30, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable and accrued expenses approximate the fair values due to the short-term nature of the 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." Offering costs consist of expenses incurred in connection with preparation of the Initial Public Offering. These expenses, together with the underwriting discounts and commissions, were charged to equity upon completion of the Initial Public 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." Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature 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) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. 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 value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of September 30, 2019, 22,307,994 shares of Class A common stock subject to conditional redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's unaudited condensed balance sheet.

Income Taxes

The Company follows the asset and liability method of 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 condensed balance sheets carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income 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 during 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, "Income Taxes," 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 September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

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 unaudited condensed financial statements.

XML 17 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 18 R9.htm IDEA: XBRL DOCUMENT

Initial Public Offering

9 Months Ended

Sep. 30, 2019

Initial Public Offering [Abstract]

Initial Public Offering

3. Initial Public Offering

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" and, collectively, the "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.

Of the Units sold in the Initial Public Offering, an aggregate of 77,750 Units (the "Affiliated Units") were purchased by certain employees of affiliates of the Company.

XML 19 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2019	Nov. 11, 2019
Entity Registrant Name	Tortoise Acquisition Corp.
Entity Central Index Key	0001759631
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Filer Number	001-38823
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE
Class A common stock
Entity Common Stock, Shares Outstanding		23,300,917
Class B common stock
Entity Common Stock, Shares Outstanding		5,825,230

XML 20 R5.htm IDEA: XBRL DOCUMENT

Unaudited Condensed Statement of Changes in Stockholders' Equity - 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)

Sale of private placement warrants to Sponsor in private placement

6,660,183

Forfeiture of Class B common stock

$ (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

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

Common stock subject to possible redemption

$ (8)

(808,902)

(808,910)

Common stock subject to possible redemption, Shares

(80,891)

Net income

808,915

Balance at Jun. 30, 2019

$ 107

$ 583

3,998,072

1,001,248

5,000,010

Balance, Shares at Jun. 30, 2019

1,066,896

5,825,230

Common stock subject to possible redemption

$ (8)

(739,722)

(739,730)

Common stock subject to possible redemption, Shares

(73,973)

Net income

739,729

Balance at Sep. 30, 2019

$ 99

$ 583

$ 3,258,350

$ 1,740,977

$ 5,000,009

Balance, Shares at Sep. 30, 2019

992,923

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]

XML 21 R22.htm IDEA: XBRL DOCUMENT

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Investment held in Trust Account	$ 235,275,101
Quoted Prices in Active Markets (Level 1) [Member]
Investment held in Trust Account	235,275,101
Significant Other Observable Inputs (Level 2) [Member]
Investment held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Investment held in Trust Account

EXCEL 22 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 24 R18.htm IDEA: XBRL DOCUMENT v3.19.3

Initial Public Offering (Details) - $ / shares
9 Months Ended

Sep. 30, 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

X

- Definition
Description of offer for sale.
+ References
No definition available.
+ Details

Name: SHLL_DescriptionOfOfferForSale

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_InitialPublicOfferingTextualAbstract

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
This item provides the title of issue of securities called for by warrants or rights outstanding.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(i)(1))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details

Name: us-gaap_ClassOfWarrantOrRightTitleOfSecurityWarrantsOrRightsOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Face amount or stated value per share of common stock.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockParOrStatedValuePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition
Number of shares issued during the period as a result of an employee stock purchase plan.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

XML 25 R10.htm IDEA: XBRL DOCUMENT v3.19.3

Related Party Transactions
9 Months Ended

Sep. 30, 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"), or approximately $0.004 per share. In February 2019, 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). 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 Founder Shares for cancellation by the Company. As used herein, unless the context otherwise requires, "Founder Shares" shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.

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.

Related Party Loans

Prior to the consummation of the Initial Public Offering, the Sponsor agreed to loan the Company funds to cover expenses related to the Initial Public Offering and certain operating expenses. This loan was non-interest bearing and payable upon the closing of the Initial Public Offering. The Company borrowed approximately $580,000 from the Sponsor, and repaid the loan 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"), the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of the Initial Business Combination or the Company's liquidation, the agreement will terminate. The Company incurred $30,000 and $70,000 for expenses in connection with the Administrative Services Agreement for the three and nine months ended September 30, 2019, respectively, which is reflected in the accompanying unaudited condensed statements of operations. On March 29, 2019, the Sponsor assigned all of its rights, interests and obligations under the Administrative Services Agreement to Tortoise Capital Advisors, L.L.C.

X

- References
No definition available.
+ Details

Name: us-gaap_RelatedPartyTransactionsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-URI http://asc.fasb.org/topic&trid=2122745
+ Details

Name: us-gaap_RelatedPartyTransactionsDisclosureTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 26 R14.htm IDEA: XBRL DOCUMENT v3.19.3

Summary of Significant Accounting Policies (Policies)
9 Months Ended

Sep. 30, 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") for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

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") on March 1, 2019 and the audited balance sheet filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on March 8, 2019.

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 Income (Loss) Per Share of Common Stock
Net Income (Loss) Per Share of Common Stock

The Company's unaudited 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 and nine months ended September 30, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account (approximately $1.2 million and $2.9 million, respectively, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $894,000 and $2.2 million, respectively), by the weighted average shares of Class A common stock outstanding for the periods. Basic and diluted net income per share of Class B common stock for the three and nine months ended September 30, 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." Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate 18,310,641 shares of Class A common stock in the calculation of diluted loss per share, since inclusion would be anti-dilutive under the treasury stock method as of September 30, 2019.

Concentration of Credit Risk
Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company's investments held in the Trust Account consist entirely of U.S. government securities with an original maturity of 180 days or less.

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," approximates the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements
Fair Value Measurements

FASB ASC 820, "Fair Value Measurements and Disclosures," defines fair value and requires disclosures on fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

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," requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of September 30, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable and accrued expenses approximate the fair values due to the short-term nature of the 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." Offering costs consist of expenses incurred in connection with preparation of the Initial Public Offering. These expenses, together with the underwriting discounts and commissions, were charged to equity upon completion of the Initial Public 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." Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature 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) are classified as temporary equity. At all other times, shares of Class A common stock are 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 the occurrence of uncertain future events. 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 value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of September 30, 2019, 22,307,994 shares of Class A common stock subject to conditional redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's unaudited condensed balance sheet.

Income Taxes
Income Taxes

The Company follows the asset and liability method of 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 condensed balance sheets carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income 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 during 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, "Income Taxes," 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 September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

As of September 30, 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 $72,000 and $120, 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 September 30, 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 unaudited condensed financial statements.

X

- Definition
Disclosure of Class A Common Stock Subject to Possible Redemption.
+ References
No definition available.
+ Details

Name: SHLL_ClassCommonStockSubjectToPossibleRedemptionPolicyTextBlock

Namespace Prefix: SHLL_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Deferred offering costs policy text block.
+ References
No definition available.
+ Details

Name: SHLL_DeferredOfferingCostsPolicyTextBlock

Namespace Prefix: SHLL_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Emerging growth company policy text block.
+ References
No definition available.
+ Details

Name: SHLL_EmergingGrowthCompanyPolicyTextBlock

Namespace Prefix: SHLL_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_AccountingPoliciesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ References
No definition available.
+ Details

Name: us-gaap_BasisOfAccountingPolicyPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy for credit risk.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 825
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=108315417&loc=d3e61044-112788
+ Details

Name: us-gaap_ConcentrationRiskCreditRisk

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257
+ Details

Name: us-gaap_EarningsPerSharePolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.
+ References
No definition available.
+ Details

Name: us-gaap_FairValueMeasurementPolicyPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy for determining the fair value of financial instruments.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 60
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=118260190&loc=d3e13279-108611

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790
+ Details

Name: us-gaap_FairValueOfFinancialInstrumentsPolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 954
-SubTopic 740
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 45
-Paragraph 25
-URI http://asc.fasb.org/extlink&oid=116821951&loc=d3e32247-109318

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=116821951&loc=d3e32280-109318

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 05
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=65884525&loc=d3e40913-109327
+ Details

Name: us-gaap_IncomeTaxPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
No definition available.
+ Details

Name: us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592
+ Details

Name: us-gaap_UseOfEstimates

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 27 R3.htm IDEA: XBRL DOCUMENT v3.19.3

Condensed Balance Sheets (Parenthetical) - USD ($)

Sep. 30, 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 $ 22,307,994 $ 0

Price per share $ 10.00 $ 10.00

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 992,923 0

Common stock, shares outstanding 992,923 0

Common stock subject to possible redemption $ 22,307,994 $ 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

X

- Definition
Shares subject to possible redemption.
+ References
No definition available.
+ Details

Name: SHLL_SharesSubjectToPossibleRedemption

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Face amount or stated value per share of common stock.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockParOrStatedValuePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockSharesAuthorized

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockSharesIssued

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockSharesOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_PreferredStockParOrStatedValuePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_PreferredStockSharesAuthorized

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_PreferredStockSharesIssued

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_PreferredStockSharesOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Per share or per unit amount of equity securities issued.
+ References
No definition available.
+ Details

Name: us-gaap_SharesIssuedPricePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Details

Name: us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

X

- Details

Name: us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

XML 28 R7.htm IDEA: XBRL DOCUMENT v3.19.3

Description of Organization and Business Operations
9 Months Ended

Sep. 30, 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") was incorporated in Delaware on November 7, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Initial Business Combination"). 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").

As of September 30, 2019, the Company had not commenced any operations. All activity for the period from November 7, 2018 (date of inception) to September 30, 2019 relates to the Company's formation and the initial public offering (the "Initial Public Offering") described below, and since the closing of the Initial Public Offering, the identification and evaluation of prospective acquisition targets for an Initial Business Combination and ongoing administrative and compliance matters. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end.

Sponsor and Initial Public Offering

The Company's sponsor is Tortoise Sponsor LLC, a Delaware limited liability company (the "Sponsor"). As described in Note 3, on March 4, 2019, 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").

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"), with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of 180 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and general and administrative expenses.

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") 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.

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") rules require that the Initial Business Combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. 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 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") Accounting Standards Codification ("ASC") 480, "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")), will be restricted from redeeming their shares with respect to more than an aggregate of 20% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor, Tortoise Borrower, the Company's officers and directors and Atlas Point Energy Infrastructure Fund, LLC ("Atlas Point Fund") (collectively, the "Initial Stockholders") agreed not to propose an amendment to the amended and restated certificate of incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the public stockholders the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.

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 September 30, 2019, the Company had approximately $1.0 million in cash in its operating account and approximately $2.3 million 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 September 30, 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"), the net proceeds from the consummation of the Private Placement not held in the Trust Account and an aggregate of $612,000 of interest income released from the Trust Account since inception to fund tax obligations. The Company repaid the Note to the Sponsor in full on March 29, 2019.



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.

X

- References
No definition available.
+ Details

Name: SHLL_DescriptionOfOrganizationAndBusinessOperationsAbstract

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of description of Organization and Business Operations.
+ References
No definition available.
+ Details

Name: SHLL_DescriptionOfOrganizationAndBusinessOperationsTextBlock

Namespace Prefix: SHLL_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 29 R20.htm IDEA: XBRL DOCUMENT v3.19.3

Commitments & Contingencies (Details) - USD ($)
9 Months Ended

Mar. 04, 2019

Sep. 30, 2019

Commitments and Contingencies (Textual)

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

X

- Definition
Amended and restated forward purchase agreement.
+ References
No definition available.
+ Details

Name: SHLL_AmendedAndRestatedForwardPurchaseAgreement

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_CommitmentsAndContingenciesTextualAbstract

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_ProposedOfferingPrice

Namespace Prefix: SHLL_

Data Type: num:perShareItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_UnderwritingAgreementDescription

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Underwriting agreement purchase.
+ References
No definition available.
+ Details

Name: SHLL_UnderwritingAgreementPurchase

Namespace Prefix: SHLL_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Definition
The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.3)
-URI http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227
+ Details

Name: us-gaap_LegalFees

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

XML 30 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 31 R12.htm IDEA: XBRL DOCUMENT v3.19.3

Stockholders' Equity
9 Months Ended

Sep. 30, 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 September 30, 2019, there were 23,300,917 shares of Class A common stock issued and outstanding, of which 22,307,994 shares of Class A common stock were classified outside of permanent equity.

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 September 30, 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 September 30, 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 exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of 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.

X

- References
No definition available.
+ Details

Name: us-gaap_EquityAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762
+ Details

Name: us-gaap_StockholdersEquityNoteDisclosureTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 32 R16.htm IDEA: XBRL DOCUMENT v3.19.3

Description of Organization and Business Operations (Details) - USD ($)
9 Months Ended

Mar. 04, 2019

Sep. 30, 2019

Dec. 31, 2018

Description of Organization and Business Operations (Textual)

Proposed offering and private placement, description 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”), 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.

Cash $ 1,000,000

Investment income in trust account $ 235,275,101

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 (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”), the net proceeds from the consummation of the Private Placement not held in the Trust Account and an aggregate of $612,000 of interest income released from the Trust Account since inception to fund tax obligations.

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 $ 2,300,000

X

- Definition
Business combination fair market value percentage.
+ References
No definition available.
+ Details

Name: SHLL_BusinessCombinationFairMarketValuePercentage

Namespace Prefix: SHLL_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_CommonStockDescription

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_DescriptionOfOrganizationAndBusinessOperationsTextualAbstract

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Initial public offering, Description.
+ References
No definition available.
+ Details

Name: SHLL_InitialPublicOfferingDescription

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Liquidity, Description.
+ References
No definition available.
+ Details

Name: SHLL_LiquidityDescription

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Represents the maximum period of maturity of securities held in trust account.
+ References
No definition available.
+ Details

Name: SHLL_MaximumMaturityOfSecuritiesHeldInTrustAccount

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Represents the minimum amount of net tangible assets to complete in a business combination.
+ References
No definition available.
+ Details

Name: SHLL_MinimumAmountOfNetTangibleAssetsToCompleteBusinessCombination

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
Proposed offering and private placement description.
+ References
No definition available.
+ Details

Name: SHLL_ProposedOfferingAndPrivatePlacementDescription

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Trust account description.
+ References
No definition available.
+ Details

Name: SHLL_TrustAccountDescription

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(b))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details

Name: us-gaap_AssetsHeldInTrustNoncurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
This element represents a description of the primary reason for the business combination which may consist of general categories such as top-line growth, synergistic benefits, market share, and diversification and the more detailed factors that might apply.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463
+ Details

Name: us-gaap_BusinessCombinationReasonForBusinessCombination

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 210
-Section 45
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=118262064&loc=SL116631418-115840

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.1)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 210
-Section 45
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=118262064&loc=SL116631419-115840
+ Details

Name: us-gaap_Cash

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Details

Name: us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

XML 33 FilingSummary.xml IDEA: XBRL DOCUMENT 3.19.3 html 62 230 1 true 13 0 false 6 false false R1.htm 00000001 - Document - Document and Entity Information Sheet http://tortoisespac.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 00000002 - Statement - Condensed Balance Sheets Sheet http://tortoisespac.com/role/BalanceSheets Condensed Balance Sheets Statements 2 false false R3.htm 00000003 - Statement - Condensed Balance Sheets (Parenthetical) Sheet http://tortoisespac.com/role/BalanceSheetsParenthetical Condensed Balance Sheets (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - Unaudited Condensed Statements of Operations Sheet http://tortoisespac.com/role/UnauditedCondensedStatementsOfOperations Unaudited Condensed Statements of Operations Statements 4 false false R5.htm 00000005 - Statement - Unaudited Condensed Statement of Changes in Stockholders' Equity Sheet http://tortoisespac.com/role/UnauditedCondensedStatementOfChangesInStockholdersEquity Unaudited Condensed Statement of Changes in Stockholders' Equity Statements 5 false false R6.htm 00000006 - Statement - Unaudited Condensed Statement of Cash Flows Sheet http://tortoisespac.com/role/UnauditedCondensedStatementOfCashFlows Unaudited Condensed Statement of Cash Flows Statements 6 false false R7.htm 00000007 - Disclosure - Description of Organization and Business Operations Sheet http://tortoisespac.com/role/DescriptionOfOrganizationAndBusinessOperations Description of Organization and Business Operations Notes 7 false false R8.htm 00000008 - Disclosure - Summary of Significant Accounting Policies Sheet http://tortoisespac.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 8 false false R9.htm 00000009 - Disclosure - Initial Public Offering Sheet http://tortoisespac.com/role/InitialPublicOffering Initial Public Offering Notes 9 false false R10.htm 00000010 - Disclosure - Related Party Transactions Sheet http://tortoisespac.com/role/RelatedPartyTransactions Related Party Transactions Notes 10 false false R11.htm 00000011 - Disclosure - Commitments & Contingencies Sheet http://tortoisespac.com/role/CommitmentsContingencies Commitments & Contingencies Notes 11 false false R12.htm 00000012 - Disclosure - Stockholders' Equity Sheet http://tortoisespac.com/role/StockholdersEquity Stockholders' Equity Notes 12 false false R13.htm 00000013 - Disclosure - Fair Value Measurements Sheet http://tortoisespac.com/role/FairValueMeasurements Fair Value Measurements Notes 13 false false R14.htm 00000015 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://tortoisespac.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://tortoisespac.com/role/SummaryOfSignificantAccountingPolicies 14 false false R15.htm 00000016 - Disclosure - Fair Value Measurements (Tables) Sheet http://tortoisespac.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://tortoisespac.com/role/FairValueMeasurements 15 false false R16.htm 00000017 - Disclosure - Description of Organization and Business Operations (Details) Sheet http://tortoisespac.com/role/DescriptionOfOrganizationAndBusinessOperationsDetails Description of Organization and Business Operations (Details) Details http://tortoisespac.com/role/DescriptionOfOrganizationAndBusinessOperations 16 false false R17.htm 00000018 - Disclosure - Summary of Significant Accounting Policies (Details) Sheet http://tortoisespac.com/role/SummaryOfSignificantAccountingPoliciesDetails Summary of Significant Accounting Policies (Details) Details http://tortoisespac.com/role/SummaryOfSignificantAccountingPoliciesPolicies 17 false false R18.htm 00000019 - Disclosure - Initial Public Offering (Details) Sheet http://tortoisespac.com/role/InitialPublicOfferingDetails Initial Public Offering (Details) Details http://tortoisespac.com/role/InitialPublicOffering 18 false false R19.htm 00000020 - Disclosure - Related Party Transactions (Details) Sheet http://tortoisespac.com/role/RelatedPartyTransactionsDetails Related Party Transactions (Details) Details http://tortoisespac.com/role/RelatedPartyTransactions 19 false false R20.htm 00000021 - Disclosure - Commitments & Contingencies (Details) Sheet http://tortoisespac.com/role/CommitmentsContingenciesDetails Commitments & Contingencies (Details) Details http://tortoisespac.com/role/CommitmentsContingencies 20 false false R21.htm 00000022 - Disclosure - Stockholders' Equity (Details) Sheet http://tortoisespac.com/role/StockholdersEquityDetails Stockholders' Equity (Details) Details http://tortoisespac.com/role/StockholdersEquity 21 false false R22.htm 00000023 - Disclosure - Fair Value Measurements (Details) Sheet http://tortoisespac.com/role/FairValueMeasurementsDetails Fair Value Measurements (Details) Details http://tortoisespac.com/role/FairValueMeasurementsTables 22 false false All Reports Book All Reports shll-20190930.xml shll-20190930.xsd shll-20190930_cal.xml shll-20190930_def.xml shll-20190930_lab.xml shll-20190930_pre.xml http://fasb.org/us-gaap/2019-01-31 http://xbrl.sec.gov/dei/2019-01-31 true true XML 34 R13.htm IDEA: XBRL DOCUMENT v3.19.3

Fair Value Measurements
9 Months Ended

Sep. 30, 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 September 30, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

September 30, 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 $ 235,275,101 $ - $ -

As of September 30, 2019, the investments held in the Trust Account were held in marketable securities.

X

- References
No definition available.
+ Details

Name: us-gaap_FairValueDisclosuresAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258
+ Details

Name: us-gaap_FairValueDisclosuresTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 35 R17.htm IDEA: XBRL DOCUMENT v3.19.3

Summary of Significant Accounting Policies (Details) - USD ($)
3 Months Ended 9 Months Ended

Sep. 30, 2019

Sep. 30, 2019

Dec. 31, 2018

Summary of Significant Accounting Policies (Textual)

Federal depository insurance coverage $ 250,000

Payment of taxes $ 612,000

Aggregate of warrants to purchase common stock 18,310,641

Net operating loss carryforwards $ 72,000 $ 72,000 $ 120

Common Class A [Member]

Summary of Significant Accounting Policies (Textual)

Investment income in trust account 1,200,000 2,900,000

Payment of taxes $ 894,000 $ 2,200,000

Class A common stock subject to conditional redemption 22,307,994

X

- Definition
Common stock subject to conditional redemption.
+ References
No definition available.
+ Details

Name: SHLL_CommonStockSubjectToConditionalRedemption

Namespace Prefix: SHLL_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Definition
Amount of investment income in trust account for the period.
+ References
No definition available.
+ Details

Name: SHLL_InvestmentIncomeInTrustAccount

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_SummaryOfSignificantAccountingPoliciesTextualAbstract

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Warrants to purchase common stock.
+ References
No definition available.
+ Details

Name: SHLL_WarrantsToPurchaseCommonStock

Namespace Prefix: SHLL_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Definition
Amount of expense for Federal Deposit Insurance Corporation (FDIC) insurance.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04.14)
-URI http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260
+ Details

Name: us-gaap_FederalDepositInsuranceCorporationPremiumExpense

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=98513485&loc=d3e4297-108586
+ Details

Name: us-gaap_IncomeTaxesPaidNet

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319
+ Details

Name: us-gaap_OperatingLossCarryforwards

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Details

Name: us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

ZIP 36 0001213900-19-022954-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001213900-19-022954-xbrl.zip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end XML 37 R2.htm IDEA: XBRL DOCUMENT v3.19.3

Condensed Balance Sheets - USD ($)

Sep. 30, 2019

Dec. 31, 2018

Current assets:

Cash $ 1,016,141

Prepaid expenses 228,522

Total current assets 1,244,663

Investments held in Trust Account 235,275,101

Deferred offering costs associated with initial public offering 400,143

Total assets 236,519,764 400,143

Current liabilities:

Accounts payable 11,707 10,804

Accrued expenses 303,500

Note payable to Sponsor 61,430

Accrued franchise tax 150,000

Total current liabilities 161,707 375,734

Deferred legal fees associated with initial public offering 150,000

Deferred underwriting commissions associated with initial public offering 8,128,108

Total liabilities 8,439,815 375,734

Commitments

Class A common stock, $0.0001 par value; 22,307,994 and -0- shares subject to possible redemption at $10.00 per share as of September 30, 2019 and December 31, 2018, respectively 223,079,940

Stockholders' Equity:

Additional paid-in capital 3,258,350 24,353

Retained earnings (accumulated deficit) 1,740,977 (591)

Total stockholders' equity 5,000,009 24,409

Total Liabilities and Stockholders' Equity 236,519,764 400,143

Class A common stock

Stockholders' Equity:

Common stock value 99

Total stockholders' equity 99

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 that were subject to forfeiture to the extent 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.

X

- Definition
Accrued franchise tax.
+ References
No definition available.
+ Details

Name: SHLL_AccruedFranchiseTax

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Deferred legal fees associated with initial public offering.
+ References
No definition available.
+ Details

Name: SHLL_DeferredLegalFeesAssociatedWithInitialPublicOffering

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Deferred underwriting commissions associated with initial public offering.
+ References
No definition available.
+ Details

Name: SHLL_DeferredUnderwritingCommissionsAssociatedWithInitialPublicOffering

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Note payable to Sponsor.
+ References
No definition available.
+ Details

Name: SHLL_NotePayableToSponsor

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Shares subject to possible redemption.
+ References
No definition available.
+ Details

Name: SHLL_SharesSubjectToPossibleRedemptionCommitments

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19(a))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_AccountsPayableCurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.20)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_AccruedLiabilitiesCurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(1))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_AdditionalPaidInCapital

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-URI http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910
+ Details

Name: us-gaap_Assets

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=118951113&loc=d3e6801-107765

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.9)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765
+ Details

Name: us-gaap_AssetsCurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- References
No definition available.
+ Details

Name: us-gaap_AssetsCurrentAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(b))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details

Name: us-gaap_AssetsHeldInTrustNoncurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3044-108585

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.1)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CashAndCashEquivalentsAtCarryingValue

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockValue

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Specific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 340
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 5.A)
-URI http://asc.fasb.org/extlink&oid=27011391&loc=d3e105025-122735

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.8)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_DeferredOfferingCosts

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19-26)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_Liabilities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(23))
-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(25))
-URI http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(32))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_LiabilitiesAndStockholdersEquity

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.21)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_LiabilitiesCurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- References
No definition available.
+ Details

Name: us-gaap_LiabilitiesCurrentAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_OtherCommitmentsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=118951113&loc=d3e6787-107765

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 1
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 340
-SubTopic 10
-Section 05
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=68074540&loc=d3e5879-108316
+ Details

Name: us-gaap_PrepaidExpenseCurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(3))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(4))
-URI http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
+ Details

Name: us-gaap_RetainedEarningsAccumulatedDeficit

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_StockholdersEquity

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- References
No definition available.
+ Details

Name: us-gaap_StockholdersEquityAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Details

Name: us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

X

- Details

Name: us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

XML 38 R6.htm IDEA: XBRL DOCUMENT v3.19.3

Unaudited Condensed Statement of Cash Flows
9 Months Ended

Sep. 30, 2019

USD ($)

Cash Flows from Operating Activities:

Net income $ 1,741,568

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 (2,877,931)

Changes in operating assets and liabilities:

Prepaid expenses 24,278

Accounts payable 11,116

Accrued expenses (85,000)

Accrued franchise tax 150,000

Net cash used in operating activities (1,031,751)

Cash Flows from Investing Activities

Cash deposited in Trust Account (233,009,170)

Interest released from Trust Account 612,000

Net cash used in investing activities (232,397,170)

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 1,016,141

Cash - beginning of the period

Cash - end of the period 1,016,141

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 223,079,940

Supplemental cash flow disclosure:

Cash paid for income taxes $ 612,000

X

- Definition
Cash deposited in Trust Account.
+ References
No definition available.
+ Details

Name: SHLL_CashDepositedInTrustAccount

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Deferred legal fees associated with the initial public offering.
+ References
No definition available.
+ Details

Name: SHLL_DeferredLegalFeesAssociatedWithInitialPublicOffering1

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Deferred offering costs included in accrued expenses
+ References
No definition available.
+ Details

Name: SHLL_DeferredOfferingCostsIncludedInAccruedExpenses

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Deferred offering costs included in note payable
+ References
No definition available.
+ Details

Name: SHLL_DeferredOfferingCostsIncludedInNotePayable

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Deferred underwriting commissions associated with the initial public offering.
+ References
No definition available.
+ Details

Name: SHLL_DeferredUnderwritingCommissionsAssociatedWithInitialPublicOffering1

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
General and administrative expenses paid by Sponsor.
+ References
No definition available.
+ Details

Name: SHLL_GeneralAndAdministrativeExpensesPaidBySponsor

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition
Accrued franchise tax.
+ References
No definition available.
+ Details

Name: SHLL_IncreaseDecreaseInAccruedFranchiseTax

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition
Amount of interest released from trust account for the period.
+ References
No definition available.
+ Details

Name: SHLL_InterestReleasedFromTrustAccount

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition
Investment income from investments held in Trust Account.
+ References
No definition available.
+ Details

Name: SHLL_InvestmentIncomeFromInvestmentsHeldInTrustAccount

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Offering costs paid.
+ References
No definition available.
+ Details

Name: SHLL_PaymentOfOfferingCosts

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Prepaid expenses included in note payable.
+ References
No definition available.
+ Details

Name: SHLL_PrepaidExpensesIncludedInNotePayable

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Proceeds received from sale of private placement warrants.
+ References
No definition available.
+ Details

Name: SHLL_ProceedsReceivedFromSaleOfPrivatePlacementWarrants

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- References
No definition available.
+ Details

Name: SHLL_ReductionOfAccountsPayablePaidBySponsorIncludedInNotePayable

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Value of common stock subject to possible redemption.
+ References
No definition available.
+ Details

Name: SHLL_ValueOfCommonStockSubjectToPossibleRedemption

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3044-108585

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.1)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CashAndCashEquivalentsAtCarryingValue

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
+ References
No definition available.
+ Details

Name: us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=98513485&loc=d3e4297-108586
+ Details

Name: us-gaap_IncomeTaxesPaidNet

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585
+ Details

Name: us-gaap_IncreaseDecreaseInAccountsPayable

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition
The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585
+ Details

Name: us-gaap_IncreaseDecreaseInAccruedLiabilities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_IncreaseDecreaseInOperatingCapitalAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585
+ Details

Name: us-gaap_IncreaseDecreaseInPrepaidExpense

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition
Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 24
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3521-108585
+ Details

Name: us-gaap_NetCashProvidedByUsedInFinancingActivities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 24
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3521-108585
+ Details

Name: us-gaap_NetCashProvidedByUsedInInvestingActivities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 25
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3536-108585

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 24
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3521-108585

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585
+ Details

Name: us-gaap_NetCashProvidedByUsedInOperatingActivities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: na

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ References
Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
+ Details

Name: us-gaap_NetIncomeLoss

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_NoncashInvestingAndFinancingItemsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The cash inflow associated with the amount received from entity's first offering of stock to the public.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3255-108585
+ Details

Name: us-gaap_ProceedsFromIssuanceInitialPublicOffering

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition
The cash outflow for a borrowing supported by a written promise to pay an obligation.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 15
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3291-108585
+ Details

Name: us-gaap_RepaymentsOfNotesPayable

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- References
No definition available.
+ Details

Name: us-gaap_SupplementalCashFlowInformationAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

XML 39 R21.htm IDEA: XBRL DOCUMENT v3.19.3

Stockholders' Equity (Details)
1 Months Ended 9 Months Ended

Mar. 07, 2019

shares

Mar. 04, 2019

shares

Feb. 28, 2019

Sep. 30, 2019

USD ($)

Days

$ / shares

shares

Dec. 31, 2018

USD ($)

$ / shares

shares

Nov. 30, 2018

shares

Common stock, par value | $ / shares $ 0.0001 $ 0.0001

Common stock subject to possible redemption | $ $ 22,307,994 $ 0

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]

Preferred stock, shares authorized 1,000,000

Warrant [Member]

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]

Common stock, shares authorized 200,000,000 200,000,000

Common stock, par value | $ / shares $ 0.0001 $ 0.0001

Common stock, shares issued 992,923 0

Common stock, shares outstanding 992,923 0

Common stock subject to possible redemption | $ $ 22,307,994 $ 0

Common Class A [Member] | Equity [Member]

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]

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

X

- Definition
Common stock subject to forfeiture shares.
+ References
No definition available.
+ Details

Name: SHLL_CommonStockSubjectToForfeitureShares

Namespace Prefix: SHLL_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Number of trading days.
+ References
No definition available.
+ Details

Name: SHLL_NumberOfTradingDays

Namespace Prefix: SHLL_

Data Type: xbrli:integerItemType

Balance Type: na

Period Type: instant

X

- Definition
Shares subject to possible redemption.
+ References
No definition available.
+ Details

Name: SHLL_SharesSubjectToPossibleRedemption

Namespace Prefix: SHLL_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Underwriting agreement purchase.
+ References
No definition available.
+ Details

Name: SHLL_UnderwritingAgreementPurchase

Namespace Prefix: SHLL_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Definition
Disclosure of warrant.
+ References
No definition available.
+ Details

Name: SHLL_WarantDescription

Namespace Prefix: SHLL_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Face amount or stated value per share of common stock.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockParOrStatedValuePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockSharesAuthorized

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockSharesIssued

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_CommonStockSharesOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
A unique description of a noncash or part noncash stock conversion. The description would be expected to include sufficient information to provide an understanding of the nature and purpose of the conversion. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=98513485&loc=d3e4332-108586

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=98513485&loc=d3e4313-108586

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=98513485&loc=d3e4304-108586
+ Details

Name: us-gaap_ConversionOfStockDescription

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Description of debt redemption features under terms of the debt agreement.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Subparagraph e
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823
+ Details

Name: us-gaap_DebtInstrumentRedemptionDescription

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
Specific information regarding dividend payment dates or timing and whether or not dividends are paid on a cumulative basis.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_PreferredStockDividendPaymentTerms

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ References
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details

Name: us-gaap_PreferredStockSharesAuthorized

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition
Number of shares (or other type of equity) forfeited during the period.
+ References
No definition available.
+ Details

Name: us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensationForfeited

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Details

Name: us-gaap_StatementEquityComponentsAxis=us-gaap_PreferredStockMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

X

- Details

Name: us-gaap_StatementEquityComponentsAxis=us-gaap_WarrantMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

X

- Details

Name: us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

X

- Details

Name: us-gaap_TradingActivityByTypeAxis=us-gaap_EquityMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

X

- Details

Name: us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember

Namespace Prefix:

Data Type: na

Balance Type:

Period Type:

Initial Public Offering (Details) - $ / shares	9 Months Ended
Initial Public Offering (Details) - $ / shares	Sep. 30, 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

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 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	$ 22,307,994	$ 0
Price per share	$ 10.00	$ 10.00
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	992,923	0
Common stock, shares outstanding	992,923	0
Common stock subject to possible redemption	$ 22,307,994	$ 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

Commitments & Contingencies (Details) - USD ($)		9 Months Ended
Commitments & Contingencies (Details) - USD ($)	Mar. 04, 2019	Sep. 30, 2019
Commitments and Contingencies (Textual)
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

Unaudited Condensed Statement of Cash Flows	9 Months Ended
Unaudited Condensed Statement of Cash Flows	Sep. 30, 2019 USD ($)
Cash Flows from Operating Activities:
Net income	$ 1,741,568
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	(2,877,931)
Changes in operating assets and liabilities:
Prepaid expenses	24,278
Accounts payable	11,116
Accrued expenses	(85,000)
Accrued franchise tax	150,000
Net cash used in operating activities	(1,031,751)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(233,009,170)
Interest released from Trust Account	612,000
Net cash used in investing activities	(232,397,170)
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	1,016,141
Cash - beginning of the period
Cash - end of the period	1,016,141
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	223,079,940
Supplemental cash flow disclosure:
Cash paid for income taxes	$ 612,000

Stockholders' Equity (Details)			1 Months Ended	9 Months Ended
Stockholders' Equity (Details)	Mar. 07, 2019 shares	Mar. 04, 2019 shares	Feb. 28, 2019	Sep. 30, 2019 USD ($) Days $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Nov. 30, 2018 shares
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001
Common stock subject to possible redemption \| $				$ 22,307,994	$ 0
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]
Preferred stock, shares authorized				1,000,000
Warrant [Member]
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]
Common stock, shares authorized				200,000,000	200,000,000
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001
Common stock, shares issued				992,923	0
Common stock, shares outstanding				992,923	0
Common stock subject to possible redemption \| $				$ 22,307,994	$ 0
Common Class A [Member] \| Equity [Member]
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]
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