Organogenesis (ORGO) 10-Q 18 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 17, 2016
Entity Registrant Name	Avista Healthcare Public Acquisition Corp.
Entity Central Index Key	1,661,181
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Class A ordinary shares
Entity Common Stock, Shares Outstanding		30,000,000
Class B ordinary shares
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)		Sep. 30, 2016	Dec. 31, 2015
ASSETS
Current assets - cash		$ 171,834	$ 126,062
Deferred offering costs		650,046	290,209
Total assets		821,880	416,271
Current liabilities
Deferred offering costs payable		538,054	232,959
Note payable to Sponsor		300,000	175,000
Accrued expenses		14,530	8,474
Total current liabilities		852,584	416,433
COMMITMENTS
Shareholder's deficit
Preferred shares, $0.0001 par value, 1,000,000 shares authorized: no shares issued and outstanding at September 30, 2016 and December 31, 2015
Additional paid-in capital		24,137	24,137
Accumulated deficit		(55,704)	(25,162)
Total shareholder's deficit		(30,704)	(162)
Total liabilities and shareholder's deficit		821,880	416,271
Class A ordinary shares
Shareholder's deficit
Ordinary shares, value
Class B ordinary shares
Shareholder's deficit
Ordinary shares, value	[1]	$ 863	$ 863
[1]	Includes an aggregate of up to 1,125,000 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5)

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Preferred shares, par value (in dollar per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Ordinary shares, par value (in dollar per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	220,000,000	220,000,000
Shares subject to forfeiture	1,125,000	1,125,000
Class A ordinary shares
Ordinary shares, par value (in dollar per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Class B ordinary shares
Ordinary shares, par value (in dollar per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	8,625,000	8,625,000
Ordinary shares, shares outstanding	8,625,000	8,625,000
Shares subject to forfeiture	1,125,000	1,125,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	9 Months Ended
		Sep. 30, 2016	Sep. 30, 2016
CONDENSED STATEMENTS OF OPERATIONS
Operating costs		$ 14,492	$ 30,542
Net loss		$ (14,492)	$ (30,542)
Weighted average number of shares outstanding, basic and diluted (in shares)	[1]	7,500,000	7,500,000
Basic and diluted net loss per share (in dollars per share)		$ 0	$ 0
[1]	Excludes an aggregate of up to 1,125,000 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5).

CONDENSED STATEMENTS OF OPERAT5

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Sep. 30, 2016	Dec. 31, 2015
CONDENSED STATEMENTS OF OPERATIONS
Shares subject to forfeiture	1,125,000	1,125,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS	9 Months Ended
	Sep. 30, 2016USD ($)
Cash flows from operating activities:
Net loss	$ (30,542)
Change in operating assets and liabilities:
Increase in accrued expenses	6,056
Net cash flows used in operating activities:	(24,486)
Cash flows from financing activities:
Proceeds from note payable to Sponsor	125,000
Payment of offering costs	(54,742)
Net cash flows provided by financing activities:	70,258
Net change in cash	45,772
Cash at beginning of period	126,062
Cash at end of period	171,834
Non-Cash Transactions
Offering Costs included in deferred offering costs payable	$ 305,095

Organization and Plan of Busine

Organization and Plan of Business Operations	9 Months Ended
	Sep. 30, 2016
Organization and Plan of Business Operations
Organization and Plan of Business Operations	Note 1—Organization and Plan of Business Operations Organization and General Avista Healthcare Public Acquisition Corp. (the “ Company ”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on December 4, 2015. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “ Business Combination ”). The Company intends to focus its search for a target business in the healthcare industry, although it may seek to complete a Business Combination with an operating company in any industry or sector. 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 ”). The Company’s sponsor is Avista Acquisition Corp. (the “ Sponsor ”), a Cayman Islands exempted company, which was incorporated on December 4, 2015. At September 30, 2016, the Company had not commenced any operations. All activity for the period from December 4, 2015 (inception) through September 30, 2016 relates to the Company’s formation and its initial public offering of 30,000,000 units (the “ Units”) at $10.00 per Unit, each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “ Class A Shares”), and one warrant (the “ Warrants”) to purchase one-half of one Class A Share (the “ Public Offering ”). The Company also granted the Underwriters (as defined below) of the Public Offering a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments (the “ Over-allotment Option ”). The Class A Shares sold as part of the Units in the Public Offering are sometimes referred to herein as the “public shares.” The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The registration statement for the Company’s Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “ SEC ”) on October 7, 2016. The Public Offering closed on October 14, 2016 (the “ Close Date ”). The Sponsor and certain other accredited investors (the “ Initial Shareholders”) purchased an aggregate of 16,000,000 warrants (the “ Private Placement Warrants ”) at a purchase price of $0.50 per warrant, or $8,000,000 in the aggregate, in a private placement at the Close Date (the “ Private Placement ”). The Initial Shareholders have agreed to purchase up to an additional 1,800,000 Private Placement Warrants at $0.50 per warrant, or $900,000 in the aggregate, in the event the Over-allotment Option is exercised in full. The Company intends to finance a Business Combination with net proceeds from its $300,000,000 Public Offering and $8,000,000 Private Placement (see Note 3). As of the Close Date, after paying underwriting discounts of $6,000,000 and funds designated for operational use of $2,000,000, the remaining net proceeds of $300,000,000 were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “ Trust Account ”) as described below. As of November 17, 2016, the Over-allotment Option had not been exercised. An amount equal to the gross proceeds from any exercise of the Over-allotment Option will be deposited into the Trust Account. The Trust Account Prior to January 2017, funds held in the Trust Account will not be invested and will be held in a non-interest bearing account. Beginning in January 2017, the funds in the Trust Account will be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), which invest only in direct U.S. government treasury obligations, until the earlier of (i) the consummation of the Business Combination, (ii) the Company’s failure to consummate a Business Combination within the prescribed time or (iii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third-party claims against the Company. Although the Company will seek to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities it engages execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Sponsor has agreed that it will be liable to the Company under certain circumstances if and to the extent any claims by such persons reduce the amount of funds in the Trust Account below a specified threshold. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Sponsor may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses as well as any taxes. The amount in the Trust Account at the Close Date is $10.00 per public share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “ Public Shareholders ”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares. In connection with any shareholder vote required to approve any Business Combination, the Initial Shareholders have agreed (i) to vote any of their respective Ordinary Shares (as defined below) in favor of the initial Business Combination and (ii) not to redeem any of their Ordinary Shares in connection therewith. The NASDAQ rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. If the Company has not completed a Business Combination by October 14, 2018, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders as Shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.00 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company and less up to $50,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time period.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Significant Accounting Policies
Significant Accounting Policies	Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in U.S dollars in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus as filed with the SEC on October 10, 2016 and declared effective on October 7, 2016, as well as the Company’s form 8-K, as filed with the SEC on October 20, 2016. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future period. Loss Per Share Loss per share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the period, excluding shares subject to forfeiture (Note 5). The Company had no dilutive securities outstanding during the period from December 4, 2015 (inception) through December 31, 2015 or for the three and nine months ended September 30, 2016. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Use of Estimates The preparation of the Company’s condensed financial statements in conformity with US 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 condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ ASC 740 ”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2016 or December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Subsequent Events Management of the Company evaluates events that have occurred through the date the financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. 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 balance sheet. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A; “Expenses of Offering”. Deferred offering costs at September 30, 2016 and December 31, 2015 of $650,046 and $290,209, respectively, primarily consist of accounting and legal services, securities registration expenses and exchange listing fees. These offering costs, along with underwriting discounts, were charged to shareholders’ equity at the Close Date.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2016
Public Offering
Public Offering	Note 3—Public Offering In the Public Offering, consummated on October 14, 2016, the Company issued and sold 30,000,000 Units at a price of $10.00 per Unit. The Company also granted the Underwriters the 45-day Over-allotment Option to purchase up to 4,500,000 additional Units. As of the Close Date, the Over-allotment Option had not been exercised. Each Unit consists of one Class A Share and one Warrant to purchase one-half of one Class A Share. Two Warrants must be exercised for one whole Class A Share at a price of $11.50 per share. The Warrants will become exercisable on the later of 30 days after completion of the Business Combination or 12 months after the Close Date and will expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the Class A Shares is at least $24.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given. The Company will not redeem the Warrants unless a registration statement under the Securities Act covering the Class A Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares is available throughout the 30 day redemption period, unless the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise their Warrants to do so on a cashless basis, provided an exemption from registration is available. No Warrants will be exercisable for cash unless the Company has an effective registration statement covering the Class A Shares issuable upon exercise of the Warrants and a current prospectus relating to such shares. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act, holders will be permitted to exercise their Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A Shares to holders seeking to exercise their Warrants, unless the issuance of the Class A Shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2016
Commitments
Commitments	Note 4—Commitments Underwriting Agreement The Company entered into an agreement with the underwriters (the “ Underwriters ”) of the Public Offering (“ Underwriting Agreement ”) that required the Company to pay an underwriting discount of 2.0% of the gross proceeds of the Public Offering to the Underwriters at the Close Date of the Public Offering. The Company will pay the Underwriters a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering (“ Deferred Commissions ”) at the time of the closing of the Business Combination. The Deferred Commission was placed in the Trust Account at the Close Date and will only be payable to the Underwriters if the Business Combination is consummated. Registration Rights Holders of the Founder Shares, the Private Placement Warrants, warrants that may be issued on conversion of working capital loans (and any Class A Shares issuable upon exercise of such warrants and upon conversion of the Founder Shares) are entitled to registration rights with respect to such securities (in the case of the Founder Shares, only after conversion to Class A Shares) pursuant to an agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities for resale. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Business Combination. However, the registration rights agreement will provide that the Company will not permit any registration statement to become effective until termination of applicable lock-up periods with respect to such securities.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions
Related Party Transactions	Note 5—Related Party Transactions Related Party Loans The Company issued to the Sponsor on December 14, 2015, as amended and restated on September 1, 2016, an unsecured promissory note pursuant to which the Company was permitted to borrow up to $300,000 in aggregate principal amount. Between inception and the Close Date, the Company borrowed $300,000. This note was non-interest bearing and was repaid in full to the Sponsor at the Close Date. The Sponsor may make a working capital loan to the Company and up to $1,500,000 of such loan may be converted into warrants, at the price of $0.50 per warrant at the option of the Sponsor. Such warrants would be identical to the Private Placement Warrants. Administrative Services Agreement The Company presently occupies office space provided by an affiliate of the Sponsor. The affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain support services, available to the Company, as may be required by the Company from time to time. The Company will pay the affiliate an aggregate of $10,000 per month for such office space and support services. Private Placement Warrants The Initial Shareholders purchased 16,000,000 Private Placement Warrants at $0.50 per warrant (for an aggregate purchase price of $8.0 million) from the Company in a Private Placement on the Close Date. A portion of the proceeds from the sale of the Private Placement Warrants were placed into the Trust Account. The Initial Shareholders have also agreed that if the Over-allotment Option is exercised by the Underwriters in full or in part, they will purchase an additional number of Private Placement Warrants at a price of $0.50 per warrant (up to a maximum of 1,800,000 Private Placement Warrants) necessary to maintain in the Trust Account an amount equal to $10.00 per Unit sold in the Public Offering. Each Private Placement Warrant is exercisable for one-half of one Class A Share. Two Private Placement Warrants must be exercised for one whole Class A Share at a price of $11.50 per share. The Private Placement Warrants are identical to the Warrants included in the Units to be sold in the Public Offering except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering, so long as they are held by the Initial Shareholders or any of their permitted transferees. Additionally, the Initial Shareholders have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. Founder Shares In connection with the organization of the Company, on December 14, 2015, an aggregate of 8,625,000 Class B Shares (the “ Founder Shares ”) were sold to the Sponsor at a price of approximately $0.003 per share, for an aggregate price of $25,000. In October 2016, the Sponsor transferred 471,250 Founder Shares to each of the Company’s independent directors at a price per share of approximately $0.003 per share. The 8,625,000 Founder Shares includes an aggregate of up to 1,125,000 shares that are subject to forfeiture if the Over-allotment Option is not exercised in full by the Underwriters in order to maintain the Initial Shareholders’ ownership at 20% of the issued and outstanding Ordinary Shares upon completion of the Public Offering. The Founder Shares are identical to the Class A Shares included in the Units sold in the Public Offering, except that the Founder Shares (i) have the voting rights described in Note 6, (ii) are subject to certain transfer restrictions described below, and (iii) are convertible into Class A Shares on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions contained therein. The Founder Shares may not be transferred, assigned or sold until the earlier of (i) one year after the completion of the Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Business Combination that results in all of the Public Shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2016
Shareholders' Equity
Shareholders' Equity	Note 6—Shareholders’ Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Ordinary Shares and could have anti-takeover effects. At September 30, 2016 and December 31, 2015 there were no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B ordinary shares, with a par value of $0.0001 each (the “ Class B Shares ” and, together with the Class A Shares, the “ Ordinary Shares ”). Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share; provided , that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of all Ordinary Shares outstanding upon completion of the Public Offering plus all Class A Shares and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any Ordinary Shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination. Holders of Founder Shares may also elect to convert their Class B Shares into an equal number of Class A Shares, subject to adjustment as provided above, at any time. At September 30, 2016 and December 31, 2015 there were 8,625,000 Class B Shares issued and outstanding.

Significant Accounting Polici13

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in U.S dollars in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus as filed with the SEC on October 10, 2016 and declared effective on October 7, 2016, as well as the Company’s form 8-K, as filed with the SEC on October 20, 2016. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future period.
Loss Per Share	Loss Per Share Loss per share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the period, excluding shares subject to forfeiture (Note 5). The Company had no dilutive securities outstanding during the period from December 4, 2015 (inception) through December 31, 2015 or for the three and nine months ended September 30, 2016.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed financial statements in conformity with US 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 condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ ASC 740 ”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2016 or December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Subsequent Events	Subsequent Events Management of the Company evaluates events that have occurred through the date the financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.
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 balance sheet.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A; “Expenses of Offering”. Deferred offering costs at September 30, 2016 and December 31, 2015 of $650,046 and $290,209, respectively, primarily consist of accounting and legal services, securities registration expenses and exchange listing fees. These offering costs, along with underwriting discounts, were charged to shareholders’ equity at the Close Date.

Organization and Plan of Busi14

Organization and Plan of Business Operations - Organization and General (Details) - USD ($)	Oct. 14, 2016	Sep. 30, 2016	Dec. 31, 2015
Organization and General
Par value of common stock (in dollars per share)		$ 0.0001	$ 0.0001
Revenue		$ 0
Class A ordinary shares
Organization and General
Par value of common stock (in dollars per share)		$ 0.0001	$ 0.0001
IPO
Organization and General
Sale of units	30,000,000
Price of units (in dollars per unit)	$ 10
Number of warrants included in each unit	1
Net proceeds from sale of units	$ 300,000,000
Payment of underwriting discounts	6,000,000
Funds designated for operational use	$ 2,000,000
IPO | Class A ordinary shares
Organization and General
Number of shares of common stock included in each unit	1
Par value of common stock (in dollars per share)	$ 0.0001
Number of shares called by each warrant	0.5
IPO Over-Allotment Option
Organization and General
Term of option to purchase additional units	45 days
IPO Over-Allotment Option | Maximum
Organization and General
Additional units available for purchase	4,500,000
Private Placement
Organization and General
Warrants issued (in shares)	16,000,000
Aggregate value of warrants	$ 8,000,000
Purchase price of warrants	$ 0.50
Private Placement Over-Allotment Option
Organization and General
Aggregate value of warrants	$ 900,000
Purchase price of warrants	$ 0.50
Private Placement Over-Allotment Option | Maximum
Organization and General
Additional warrants available for purchase	1,800,000

Organization and Plan of Busi15

Organization and Plan of Business Operations - The Trust Account (Details)	Oct. 14, 2016USD ($)$ / sharesshares
Assets held in trust
The Trust Account
Price of units (in dollars per unit)	$ 10
U.S. Treasury bills | Assets held in trust
The Trust Account
Maturity period of trust account investments (in days)	180 days
Redemption percentage	100.00%
IPO
The Trust Account
Price of units (in dollars per unit)	$ 10
Net proceeds from sale of units | $	$ 300,000,000
Sale of units | shares	30,000,000
IPO | Assets held in trust
The Trust Account
Price of units (in dollars per unit)	$ 10
Net proceeds from sale of units | $	$ 300,000,000
Sale of units | shares	30,000,000

Organization and Plan of Busi16

Organization and Plan of Business Operations - Business Combination (Details)	9 Months Ended
	Sep. 30, 2016USD ($)item	Oct. 14, 2016$ / shares
Business Combination
Business combination, redemption valuation period prior to consummation	2 days
Uncompleted business combination, wind-up period	10 days
Minimum
Business Combination
Number of target businesses for Business Combination | item	1
Class A ordinary shares | Maximum
Business Combination
Percent of aggregate public shares that may be redeemed by a shareholder	15.00%
Assets held in trust
Business Combination
Units Issued Price Per Share | $ / shares		$ 10
Assets held in trust | Maximum
Business Combination
Portion of interest income allowed to pay dissolution expenses | $	$ 50,000
Assets held in trust | Minimum
Business Combination
Business combination, fair value percent of assets held in trust	80.00%

Significant Accounting Polici17

Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Dec. 31, 2015	Sep. 30, 2016	Sep. 30, 2016
Loss Per Share
Dilutive securities outstanding	$ 0	$ 0	$ 0
Income Taxes
Unrecognized tax benefits	0	0	0
Concentration of Credit Risk
Federal depository insurance coverage		250,000	250,000
Deferred Offering Costs
Deferred offering costs	$ 290,209	$ 650,046	$ 650,046

Public Offering (Details)

Public Offering (Details)	Oct. 14, 2016$ / sharesshares
Public Offering
Period after the completion of the Business Combination for exercise of warrants (in days)	30 days
Period from closing of Public Offering for exercise of warrants (in months)	12 months
Expiration period of warrants after completion of the Business Combination	5 years
Redemption price per warrant | $ / shares	$ 0.01
Redemption notice period	30 days
Warrants redemption covenant, threshold trading days	20 days
Warrants redemption covenant, threshold consecutive trading days	30 days
Class A ordinary shares
Public Offering
Number of warrants required for conversion to one whole share	2
Exercise price | $ / shares	$ 11.50
Minimum price per share required for redemption of warrants | $ / shares	$ 24
IPO
Public Offering
Sale of units	30,000,000
Price of units (in dollars per unit) | $ / shares	$ 10
Number of warrants included in each unit	1
IPO | Class A ordinary shares
Public Offering
Number of shares of common stock included in each unit	1
Number of shares called by each warrant	0.5
IPO Over-Allotment Option
Public Offering
Term of option to purchase additional units	45 days
IPO Over-Allotment Option | Maximum
Public Offering
Additional units available for purchase	4,500,000

Commitments (Details)

Commitments (Details)	Sep. 30, 2016item
Underwriting Agreement
Underwriting discount	2.00%
Deferred underwriting discount	3.50%
Registration Rights
Maximum number of demands	3

Related Party Transactions (Det

Related Party Transactions (Details)		Oct. 14, 2016USD ($)$ / sharesshares	Sep. 30, 2016USD ($)$ / sharesshares	Oct. 14, 2016USD ($)$ / sharesshares	Oct. 31, 2016$ / sharesshares	Dec. 31, 2015USD ($)shares	Dec. 14, 2015USD ($)$ / sharesshares
Related Party Transactions
Period after the completion of the Business Combination for exercise of warrants (in days)		30 days
Shares subject to forfeiture			1,125,000			1,125,000
Minimum ownership of ordinary shares by initial shareholders (as a percent)			20.00%			20.00%
Founder Shares redemption covenant, minimum price per share | $ / shares			$ 12
Assets held in trust
Related Party Transactions
Price of units (in dollars per unit) | $ / shares		$ 10		$ 10
Private Placement
Related Party Transactions
Warrants issued (in shares)		16,000,000		16,000,000
Purchase price of warrants | $ / shares		$ 0.50		$ 0.50
Aggregate value of warrants | $		$ 8,000,000		$ 8,000,000
Private Placement Over-Allotment Option
Related Party Transactions
Purchase price of warrants | $ / shares		$ 0.50		$ 0.50
Aggregate value of warrants | $		$ 900,000		$ 900,000
Private Placement Over-Allotment Option | Maximum
Related Party Transactions
Additional warrants available for purchase		1,800,000		1,800,000
IPO
Related Party Transactions
Price of units (in dollars per unit) | $ / shares		$ 10		$ 10
IPO | Assets held in trust
Related Party Transactions
Price of units (in dollars per unit) | $ / shares		$ 10		$ 10
Class A ordinary shares
Related Party Transactions
Number of warrants required for conversion to one whole share		2		2
Exercise price | $ / shares		$ 11.50		$ 11.50
Ordinary shares, shares issued			0			0
Ordinary shares, value | $
Class A ordinary shares | IPO
Related Party Transactions
Number of shares called by each warrant		0.5		0.5
Class B ordinary shares
Related Party Transactions
Ordinary shares, shares issued			8,625,000			8,625,000
Ordinary shares, value | $	[1]		$ 863			$ 863
Shares subject to forfeiture			1,125,000			1,125,000
Ratio of conversion from Class B to Class A ordinary shares			1
Related Party Loans | Sponsor | Unsecured Promissory Note
Related Party Transactions
Promissory note, maximum borrowing capacity | $							$ 300,000
Promissory note, maximum amount outstanding during the period | $				$ 300,000
Related Party Loans | Sponsor | Working Capital Loan
Related Party Transactions
Conversion price per warrant | $ / shares			$ 0.50
Related Party Loans | Sponsor | Working Capital Loan | Maximum
Related Party Transactions
Portion of working capital loan that may be converted into warrants | $			$ 1,500,000
Administrative Services Agreement
Related Party Transactions
Monthly payment for office space and support services | $			$ 10,000
Private Placement Warrants
Related Party Transactions
Period after the completion of the Business Combination for exercise of warrants (in days)			30 days
Private Placement Warrants | Private Placement
Related Party Transactions
Warrants issued (in shares)		16,000,000		16,000,000
Purchase price of warrants | $ / shares		$ 0.50		$ 0.50
Aggregate value of warrants | $		$ 8,000,000		$ 8,000,000
Number of shares called by each warrant			0.5
Private Placement Warrants | Private Placement Over-Allotment Option
Related Party Transactions
Purchase price of warrants | $ / shares			$ 0.50
Private Placement Warrants | Private Placement Over-Allotment Option | Maximum
Related Party Transactions
Additional warrants available for purchase			1,800,000
Private Placement Warrants | Class A ordinary shares
Related Party Transactions
Exercise price | $ / shares			$ 11.50
Private Placement Warrants | Class A ordinary shares | Private Placement
Related Party Transactions
Number of warrants required for conversion to one whole share			2
Founder Shares Transactions
Related Party Transactions
Minimum ownership of ordinary shares by initial shareholders (as a percent)			20.00%
Founder Shares Transactions | Class B ordinary shares
Related Party Transactions
Ratio of conversion from Class B to Class A ordinary shares			1
Restriction to transfer Class B ordinary shares (in years)			1 year
Founder Shares redemption covenant, threshold trading days			20 days
Founder Shares redemption covenant, threshold consecutive trading days			30 days
Founder Shares redemption covenant, minimum restriction term (in days)			150 days
Founder Shares Transactions | Sponsor
Related Party Transactions
Shares subject to forfeiture							1,125,000
Founder Shares Transactions | Sponsor | Class B ordinary shares
Related Party Transactions
Ordinary shares, shares issued							8,625,000
Price per share | $ / shares							$ 0.003
Ordinary shares, value | $							$ 25,000
Founder Shares Transactions | Director | Class B ordinary shares
Related Party Transactions
Ordinary shares, shares issued					471,250
Price per share | $ / shares					$ 0.003
[1]	Includes an aggregate of up to 1,125,000 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5)

Shareholders' Equity (Details)

Shareholders' Equity (Details)	1 Months Ended	9 Months Ended
	Dec. 31, 2015$ / sharesshares	Sep. 30, 2016$ / sharesshares
Shareholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value (in dollar per share) | $ / shares	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Ordinary shares, shares authorized	220,000,000	220,000,000
Ordinary shares, par value (in dollar per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, voting rights per share	one vote	one vote
Minimum ownership of ordinary shares by initial shareholders (as a percent)	20.00%	20.00%
Class A ordinary shares
Shareholders' Equity
Ordinary shares, shares authorized	200,000,000	200,000,000
Ordinary shares, par value (in dollar per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Class B ordinary shares
Shareholders' Equity
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, par value (in dollar per share) | $ / shares	$ 0.0001	$ 0.0001
Conversion Of Stock, Conversion Ratio		1
Ordinary shares, shares issued	8,625,000	8,625,000
Ordinary shares, shares outstanding	8,625,000	8,625,000