Organogenesis (ORGO) 10-K 14 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Entity Registrant Name	Avista Healthcare Public Acquisition Corp.
Entity Central Index Key	1,661,181
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Filer Category	Accelerated Filer
Entity Public Float		$ 305,350,000
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Class A
Entity Common Stock, Shares Outstanding	31,000,000
Class B
Entity Common Stock, Shares Outstanding	7,750,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 125,886	$ 1,040,068
Prepaid expenses	168,553	395,843
Total current assets	294,439	1,435,911
Cash and cash equivalents held in trust account	312,497,921	310,000,000
Total assets	312,792,360	311,435,911
Current liabilities
Offering costs payable		427,578
Note payable to Sponsor	100,000
Accrued expenses	3,828,722	50,782
Total current liabilities	3,928,722	478,360
Deferred underwriting commission	10,850,000	10,850,000
Total liabilities	14,778,722	11,328,360
COMMITMENTS
Class A ordinary shares subject to possible redemption, $0.0001 par value; 29,105,124 and 29,510,755 shares at conversion value at December 31, 2017 and December 31, 2016	293,013,630	295,107,550
Shareholders' equity
Preferred shares, $0.0001 par value, 1,000,000 shares authorized: no shares issued and outstanding at December 31, 2017 and December 31, 2016
Additional paid-in capital	7,326,813	5,232,937
Accumulated deficit	(2,327,773)	(233,860)
Total shareholders' equity	5,000,008	5,000,001
Total liabilities and shareholders' equity	312,792,360	311,435,911
Class A
Shareholders' equity
Ordinary shares, value	193	149
Class B
Shareholders' equity
Ordinary shares, value	$ 775	$ 775

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Class A ordinary shares subject to possible redemption, par value	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption, shares issued	29,067,145	29,510,755
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
Class A
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	1,932,855	1,489,245
Ordinary shares, shares outstanding	1,894,876	1,489,245
Ordinary shares subject to possible redemption	29,067,145	29,510,755
Class B
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	7,750,000	7,750,000
Ordinary shares, shares outstanding	7,750,000	7,750,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended		3 Months Ended								12 Months Ended
	Dec. 31, 2015		Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017		Dec. 31, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Formation and operating costs	$ 25,162		$ 1,298,247	$ 2,853,131	$ 221,808	$ 218,648	$ 178,156	$ 14,492	$ 500	$ 15,550	$ 4,591,834		$ 208,698
Loss from operations	(25,162)			(2,853,131)	(221,808)	(218,648)	(1,298,247)				(4,591,834)		(208,698)
Other income:
Interest income											2,497,921
Net loss	$ (25,162)		$ (498,107)	$ (2,117,003)	$ 380,334	$ 140,863	$ (178,156)	$ (14,492)	$ (500)	$ (15,550)	$ (2,093,913)		$ (208,698)
Weighted average number of shares outstanding, basic and diluted (in shares)	7,500,000	[1]	9,558,699	9,278,550	9,259,360	9,239,245	9,184,238	7,500,000	7,500,000	7,500,000	9,334,687	[1]	7,919,906	[1]
Basic and diluted net loss per share	$ 0		$ (0.13)	$ (0.30)	$ (0.02)	$ (0.02)	$ (0.02)	$ 0	$ 0	$ 0	$ (0.48)		$ (0.03)
[1]	Excludes 29,067,145 and 29,510,755 Class A Shares subject to possible redemption at December 31, 2017 and December 31, 2016, respecitively. Excludes an aggregate of up to 1,125,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters at December 31, 2015 (see Note 6).

CONSOLIDATED STATEMENTS OF OPE5

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Shares Subject to Forfeiture			1,125,000
Class A
Ordinary shares subject to possible redemption	29,067,145	29,510,755

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($)		Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 03, 2015
Beginning balance (in shares) at Dec. 03, 2015
Increase (Decrease) in Shareholders' Equity
Ordinary shares issued	[1]	$ 863	24,137		25,000
Ordinary shares issued (in shares)	[1]	8,625,000
Net loss				(25,162)	(25,162)
Ending balance at Dec. 31, 2015		$ 863	24,137	(25,162)	(162)
Ending balance (in shares) at Dec. 31, 2015		8,625,000
Increase (Decrease) in Shareholders' Equity
Ordinary shares issued		$ 3,100	292,946,900		292,950,000
Ordinary shares issued (in shares)		31,000,000
Proceeds from issuance of Private Placement Warrants			8,200,000		8,200,000
Offering costs			(833,589)		(833,589)
Forfeiture of Initial Shareholder's shares pursuant to partial exercise of underwriters' over-allotment option		$ (88)	88
Forfeiture of Initial Shareholder's shares pursuant to partial exercise of underwriters' over-allotment option (in shares)		(875,000)
Ordinary shares subject to possible redemption		$ (2,951)	(295,104,599)		(295,107,550)
Ordinary shares subject to possible redemption (in shares)		(29,510,755)
Net loss				(208,698)	(208,698)
Ending balance at Dec. 31, 2016		$ 924	5,232,937	(233,860)	5,000,001
Ending balance (in shares) at Dec. 31, 2016		9,239,245
Increase (Decrease) in Shareholders' Equity
Ordinary shares subject to possible redemption		$ 44	2,093,876		2,093,920
Ordinary shares subject to possible redemption (in shares)		443,610
Net loss				(2,093,913)	(2,093,913)
Ending balance at Dec. 31, 2017		$ 968	$ 7,326,813	$ (2,327,773)	$ 5,000,008
Ending balance (in shares) at Dec. 31, 2017		9,682,855
[1]	Includes 875,000 shares that were forfeited on November 25, 2016 following expiration of the underwriters’ over-allotment option at December 31, 2015 (see Note 6).

CONSOLIDTED STATEMENTS OF CHANG

CONSOLIDTED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY/(DEFICIT) (Parenthetical)	Nov. 26, 2016shares
Shares forfeited	875,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (25,162)	$ (2,093,913)	$ (208,698)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest/dividend income received in the trust account		(2,497,921)
Change in operating assets and liabilities:
Prepaid expenses		227,290	(395,843)
Accrued expenses	8,474	3,777,940	42,308
Net cash used in operating activities:	(16,688)	(586,604)	(562,233)
Cash flows from investing activities:
Principal deposited in Trust Account			(310,000,000)
Net cash used in investing activities:			(310,000,000)
Cash flows from financing activities:
Proceeds from note payable to Sponsor	175,000	100,000	125,000
Repayment of note payable to Sponsor			(300,000)
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Proceeds from initial public offering, net of underwriters' compensation			303,800,000
Proceeds from issuance of Private Placement Warrants			8,200,000
Payment of offering costs	(57,250)	(427,578)	(348,761)
Net cash provided by/(used in) financing activities:	142,750	(327,578)	311,476,239
Net change in cash	126,062	(914,182)	914,006
Cash at beginning of period		1,040,068	126,062
Cash at end of period	126,062	125,886	1,040,068
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation			10,850,000
Offering costs included in deferred offering costs	$ 232,959		194,619
Initial classification of ordinary shares subject to possible redemption			285,639,010
Change in ordinary shares subject to possible redemption		$ (2,093,920)	$ 9,468,540

Organization and Plan of Busine

Organization and Plan of Business Operations	12 Months Ended
	Dec. 31, 2017
Organization and Plan of Business Operations
Organization and Plan of Business Operations	AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1—Organization and Plan of Business Operations Organization and General Avista Healthcare Public Acquisition Corp. (the “ Company ”) was 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 has focused 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”), which was incorporated on December 4, 2015. At December 31, 2017, the Company had not commenced any operations. All activity through December 31, 2017 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 Class A ordinary shares of the Company, 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 ”) and efforts directed towards locating a suitable initial business combination. 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. Financing 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 ”). On November 28, 2016, the Company consummated the closing of the sale of 1,000,000 Units which were sold pursuant to the Over-allotment Option. The Company also consummated a simultaneous private placement of an additional 400,000 Private Placement Warrants with the Initial Shareholders. Following the closing of the Over-allotment Option and Private Placement, an additional $10,000,000 was placed into the Trust Account, after paying additional underwriting discounts of $200,000. The Company intends to finance a business combination with net proceeds from its $310,000,000 Public Offering and $8,200,000 Private Placement (see Note 3). Following the Public Offering, after paying underwriting discounts of $6,200,000 and funds designated for operational use of $2,000,000, the remaining net proceeds of $310,000,000 were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as described below. The Trust Account On January 6, 2017 the funds in the Trust Account were invested in U.S. government treasury bills, which matured on April 6, 2017. On April 6, 2017 the funds in the Trust Account were reinvested in U.S. government treasury bills, which matured on July 6, 2017. On July 6, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on August 3, 2017. On August 3, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on August 31, 2017. On August 31, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on September 28, 2017. On September 28, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on October 26, 2017. On October 26, 2017 the funds in the Trust Account were reinvested in U.S. government treasury bills, which matured on November 24, 2017. On November 24, 2017 the funds in the Trust Account were reinvested in U.S. government treasury bills, which matured on December 21, 2017. On December 21, 2017 the funds in the Trust Account were invested in a qualified Money Market Fund within the meaning of section 2(a)(16) of the Investment Company Act of 1940. The funds in the Trust Account will continue to be invested in U.S. government treasury bills, or other similar investments until the earlier of (i) the consummation of the business combination and (ii) the Company’s failure to consummate 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 balance in the Trust Account as of December 31, 2017 was $312,497,921. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, the sale of the Private Placement Warrants and the Over-allotment Option, 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 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. Proposed Business Combination On August 21, 2017, the Company, Avista Healthcare Merger Sub, Inc. (“ Merger Sub ”), Avista Healthcare NewCo, LLC (“ NewCo ”), Envigo International Holdings, Inc. (“ Envigo ”), and Jermyn Street Associates, LLC, solely in its capacity as Shareholder Representative, entered into a Transaction Agreement (as amended on November 22, 2017 and as further amended on December 22, 2017, January 21, 2018 and February 9, 2018, the “ Transaction Agreement ”) provided for a proposed business combination. On February 14, 2018, we executed and entered into the Mutual Termination Agreement pursuant to Section 7.1(a) of the Transaction Agreement, with NewCo, Envigo, and Jermyn Street Associates, LLC, solely in its capacity as shareholder representative, for the purpose of mutually terminating the Transaction Agreement, and all proposed transactions relating to the merger. The Transaction Agreement was terminated effective as of February 14, 2018. Liquidity As of December 31, 2017, the Company had a working capital deficit of $3,634, 283 . In order to preserve liquidity, as of April 30, 2017, the affiliate of the Sponsor (the “ Affiliate ”) has agreed to defer payment of the monthly administrative fee under the Administrative Services Agreement until the initial business combination, at which time all such accrued but unpaid fees will be paid to the Affiliate. In addition certain vendors have agreed to defer the payment of invoices until the earlier of a close of a business combination or a liquidation of the Company. As of December 31, 2017, $3,774,090 of accrued expenses were deferred. The Company issued to the Sponsor on August 11, 2017, an unsecured promissory note pursuant to which the Company is permitted to borrow up to $300,000 in aggregate principal amount. As of December 31, 2017, the Company has borrowed $100,000 under such note. This note is non-interest bearing and payable on the earlier of October 14, 2018 or the closing of a proposed business combination. Based on the foregoing, management believes that the Company will have sufficient working capital to continue as a going concern until the earlier of October 14, 2018 or the close of a business combination.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Significant Accounting Policies
Significant Accounting Policies	Note 2—Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S dollars in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Merger Sub and NewCo are both 100% owned by the Company and are included as part of the audited consolidated 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. Use of Estimates The preparation of the Company’s consolidated 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 consolidated financial statements. Actual results could differ from those estimates. 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. 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. 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. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2017. Description December 31, 2017 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 312,497,921 $ 312,497,921 $ — $ — Total $ 312,497,921 $ 312,497,921 $ — $ — Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A; “Expenses of Offering.” The Company incurred offering costs in connection with its Public Offering of $833,589, primarily consisting of accounting and legal services, securities registration expenses and exchange listing fees, and excluding $6,200,000 in underwriting discounts and $10,850,000 in deferred underwriting discounts. These offering costs, along with underwriting discounts, were charged to shareholders’ equity. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income/(loss) per ordinary share is computed by dividing net income/(loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding for the period. Ordinary shares subject to possible redemption at December 31, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Also excluded, to the extent dilutive, is the incremental number of Class A Shares to settle the Private Placement Warrants and the Warrants included in the Units. At December 31, 2017, the Company had outstanding Warrants for the purchase of up to 23,700,000 Class A Shares. For the year ended December 31, 2017, the weighted average of these shares was excluded from the calculation of diluted net income/(loss) per ordinary share since the exercise of the Warrants is contingent on the occurance of future events. As a result, diluted net income/(loss) per ordinary share is equal to basic net income/(loss) per ordinary share. Reconciliation Of Net Income (Loss) Per Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Twelve Months Twelve Months December 4, 2015 Ended Ended (Inception) Through December 31, 2017 December 31, 2016 December 31, 2015 Net loss $ (2,093,913) $ (208,698) $ (25,162) Less: Income attributable to ordinary shares subject to redemption (2,342,175) — — Adjusted net loss $ (4,436,088) $ (208,698) $ (25,162) Weighted average shares outstanding, basic and diluted 9,334,687 7,919,906 7,500,000 Basic and diluted net loss per ordinary share $ (0.48) $ (0.03) $ (0.00) 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 statements 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 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 December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 consolidated financial statements. Subsequent Events Management has performed an evaluation of subsequent events from December 31, 2017 through the date which these consolidated 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 consolidated financial statements. On January 4, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying us that we no longer comply with NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G) because we did not hold an annual meeting of shareholders within twelve months of the end of our fiscal year ended December 31, 2016. We will hold an annual general meeting to conduct the election of directors. On February 21, 2018, in response to the plan we submitted to the Listing Qualifications Department of NASDAQ in response to the Notification Letter on February 20, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying us that we have been granted an extension until June 29, 2018 to regain compliance with the Rules by holding an annual meeting of shareholders.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2017
Public Offering
Public Offering	Note 3—Public Offering In the Public Offering, the Company issued and sold 31,000,000 Units at a price of $10.00 per Unit, including 1,000,000 Units issued upon exercise of the Over-allotment Option. The ordinary shares and warrants comprising the Units began separate trading on November 29, 2016. The holders have the option to continue to hold Units or separate their Units into the component securities. 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 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	12 Months Ended
	Dec. 31, 2017
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 and Over-allotment Option 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 and Over-allotment Option (“ Deferred Commissions ”) at the time of the closing of the business combination. The Deferred Commission will be placed in the Trust Account and will be forfeited if the Company is unable to complete a business combination in the prescribed time. Registration Rights Holders of the Founder Shares, the Private Placement Warrants, and 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) will be 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.

Cash Held in Trust Account

Cash Held in Trust Account	12 Months Ended
	Dec. 31, 2017
Cash Held in Trust Account
Cash Held in Trust Account	Note 5—Cash Held in Trust Account Gross proceeds of $310,000,000 and $8,200,000 from the Public Offering and Over-allotment Option, and Private Placement, respectively, less underwriting discounts of $6,200,000 and $2,000,000 designated for offering expenses and to fund the Company’s ongoing administrative and acquisition search costs, were held in the Trust Account at the close date.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions
Related Party Transactions	Note 6—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 Company issued to the Sponsor on August 11, 2017, an unsecured promissory note pursuant to which the Company is permitted to borrow up to $300,000 in aggregate principal amount. As of December 31, 2017, the Company has borrowed $100,000 under such note. This note is non-interest bearing and payable on the earlier of October 14, 2018 or the closing of the business combination 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. 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. As of April 30, 2017, the Affiliate has agreed to defer payment of the monthly administrative fee under the Administrative Services Agreement until the initial business combination, at which time all such accrued but unpaid fees will be paid to the Affiliate. Private Placement Warrants The Initial Shareholders purchased 16,000,000 Private Placement Warrants at $0.50 per warrant (for an aggregate purchase price of $8,000,000) 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 purchased an additional 400,000 Private Placement Warrants at $0.50 per warrant (for an aggregate purchase price of $200,000) simultaneously with the Underwriter’s exercise of the Over-Allotment Option. 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 50,000 Founder Shares to each of the Company’s independent directors at a price per share of approximately $0.003 per share. In addition, at such time, each of our independent directors purchased an additional 421,500 Founder Shares from our Sponsor at a price per share of approximately $0.003 per share. The 8,625,000 Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture if the Over‑allotment Option was 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. Following the partial exercise of the Over-allotment Option, 875,000 Founder Shares were forfeited in order to maintain the Initial Shareholder’s ownership at 20% of the issued and outstanding Ordinary Shares. On November 28, 2016, our Sponsor sold 161,180 Founder Shares and 350,114 Private Placement Warrants to one of our independent directors at their original purchase price. On July 5, 2017, our Sponsor sold 186,320 Founder Shares and 404,723 Private Placement Warrants to one of our independent directors at their original per share purchase price. 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 7, (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	12 Months Ended
	Dec. 31, 2017
Shareholders' Equity
Shareholders' Equity	Note 7—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 December 31, 2017 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 December 31, 2017 there were 31,000,000 Class A Shares issued and outstanding, of which 29,067, 145 shares were subject to possible redemption and are classified outside of shareholders’ equity at the balance sheet date and 7,750,000 Class B Shares issued and outstanding. Redeemable Ordinary Shares The Class A Shares subject to possible redemption will be recorded at redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 480, Distinguishing Liabilities from Equity . The Company will proceed with a business combination only if it has net tangible assets of at least $5,000,001 upon consummation of the business combination and, in the case of a shareholder vote, a majority of the outstanding Ordinary Shares voted are voted in favor of the business combination. Accordingly, at December 31, 2017, 29,067,1 45 of the Company’s 31,000,000 Class A Shares were classified outside of permanent equity at their redemption value.

Quarterly Financial Information

Quarterly Financial Information (unaudited)	12 Months Ended
	Dec. 31, 2017
Quarterly Financial Information (unaudited)
Quarterly Financial Information (unaudited)	Note 8—Quarterly Financial Information (unaudited) The following are the Company’s unaudited quarterly statements of operations for the quarters ended March 31, 2017 through December 31, 2017 and the quarters ended March 31, 2016 through December 31, 2016. The Company has prepared the quarterly information on a consistent basis with the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K and, in the opinion of management, the financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations for those periods. This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. These quarterly operating results are not necessarily indicative of the Company’s operating results for any future period. The financial information presented below has been prepared assuming the Company will continue as a going concern. For the For the For the For the Three Months Ended Three Months Ended Three Months Ended Three Months Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Formation and operating costs $ 218,648 $ 221,808 $ 2,853,131 $ 1,298,247 Loss from operations (218,648) (221,808) (2,853,131) (1,298,247) Other income: Interest/dividend income 359,511 602,142 736,128 800,140 Net income/(loss) $ 140,863 $ 380,334 $ (2,117,003) $ (498,107) Per share data: Basic and diluted net income/(loss) per share $ (0.02) $ (0.02) $ (0.30) $ (0.13) Basic and diluted weighted average ordinary shares outstanding 9,239,245 9,259,360 9,278,550 9,558,699 For the For the For the For the Three Months Ended Three Months Ended Three Months Ended Three Months Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Formation and operating costs $ 15,550 $ 500 $ 14,492 $ 178,156 Loss $ (15,550) $ (500) $ (14,492) $ (178,156) Per share data: Basic and diluted net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.02) Basic and diluted weighted average ordinary shares outstanding 7,500,000 7,500,000 7,500,000 9,184,238 For the Period from December 4, 2015 (Inception) Through December 31, 2015 Formation and operating costs $ 25,162 Loss $ (25,162) Per share data: Basic and diluted net loss per share $ (0.00) Basic and diluted weighted average ordinary shares outstanding 7,500,000

Significant Accounting Polici17

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in U.S dollars in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Merger Sub and NewCo are both 100% owned by the Company and are included as part of the audited consolidated 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.
Use of Estimates	Use of Estimates The preparation of the Company’s consolidated 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 consolidated financial statements. Actual results could differ from those estimates.
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.
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.
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.
Fair Value Measurement	Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2017. Description December 31, 2017 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 312,497,921 $ 312,497,921 $ — $ — Total $ 312,497,921 $ 312,497,921 $ — $ —
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A; “Expenses of Offering.” The Company incurred offering costs in connection with its Public Offering of $833,589, primarily consisting of accounting and legal services, securities registration expenses and exchange listing fees, and excluding $6,200,000 in underwriting discounts and $10,850,000 in deferred underwriting discounts. These offering costs, along with underwriting discounts, were charged to shareholders’ equity.
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income/(loss) per ordinary share is computed by dividing net income/(loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding for the period. Ordinary shares subject to possible redemption at December 31, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Also excluded, to the extent dilutive, is the incremental number of Class A Shares to settle the Private Placement Warrants and the Warrants included in the Units. At December 31, 2017, the Company had outstanding Warrants for the purchase of up to 23,700,000 Class A Shares. For the year ended December 31, 2017, the weighted average of these shares was excluded from the calculation of diluted net income/(loss) per ordinary share since the exercise of the Warrants is contingent on the occurance of future events. As a result, diluted net income/(loss) per ordinary share is equal to basic net income/(loss) per ordinary share. Reconciliation Of Net Income (Loss) Per Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Twelve Months Twelve Months December 4, 2015 Ended Ended (Inception) Through December 31, 2017 December 31, 2016 December 31, 2015 Net loss $ (2,093,913) $ (208,698) $ (25,162) Less: Income attributable to ordinary shares subject to redemption (2,342,175) — — Adjusted net loss $ (4,436,088) $ (208,698) $ (25,162) Weighted average shares outstanding, basic and diluted 9,334,687 7,919,906 7,500,000 Basic and diluted net loss per ordinary share $ (0.48) $ (0.03) $ (0.00)
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 statements 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 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 December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands.
Recent Accounting Standards	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 consolidated financial statements.
Subsequent Events	Subsequent Events Management has performed an evaluation of subsequent events from December 31, 2017 through the date which these consolidated 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 consolidated financial statements. On January 4, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying us that we no longer comply with NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G) because we did not hold an annual meeting of shareholders within twelve months of the end of our fiscal year ended December 31, 2016. We will hold an annual general meeting to conduct the election of directors. On February 21, 2018, in response to the plan we submitted to the Listing Qualifications Department of NASDAQ in response to the Notification Letter on February 20, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying us that we have been granted an extension until June 29, 2018 to regain compliance with the Rules by holding an annual meeting of shareholders.

Significant Accounting Polici18

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Significant Accounting Policies
Schedule of fair value of assets	Description December 31, 2017 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 312,497,921 $ 312,497,921 $ — $ — Total $ 312,497,921 $ 312,497,921 $ — $ —
Schedule on net income (loss) per share	Twelve Months Twelve Months December 4, 2015 Ended Ended (Inception) Through December 31, 2017 December 31, 2016 December 31, 2015 Net loss $ (2,093,913) $ (208,698) $ (25,162) Less: Income attributable to ordinary shares subject to redemption (2,342,175) — — Adjusted net loss $ (4,436,088) $ (208,698) $ (25,162) Weighted average shares outstanding, basic and diluted 9,334,687 7,919,906 7,500,000 Basic and diluted net loss per ordinary share $ (0.48) $ (0.03) $ (0.00)

Quarterly Financial Informati19

Quarterly Financial Information (unaudited) (Tables)	12 Months Ended
	Dec. 31, 2017
Quarterly Financial Information (unaudited)
Quarterly Financial Information (unaudited)	For the For the For the For the Three Months Ended Three Months Ended Three Months Ended Three Months Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Formation and operating costs $ 218,648 $ 221,808 $ 2,853,131 $ 1,298,247 Loss from operations (218,648) (221,808) (2,853,131) (1,298,247) Other income: Interest/dividend income 359,511 602,142 736,128 800,140 Net income/(loss) $ 140,863 $ 380,334 $ (2,117,003) $ (498,107) Per share data: Basic and diluted net income/(loss) per share $ (0.02) $ (0.02) $ (0.30) $ (0.13) Basic and diluted weighted average ordinary shares outstanding 9,239,245 9,259,360 9,278,550 9,558,699 For the For the For the For the Three Months Ended Three Months Ended Three Months Ended Three Months Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Formation and operating costs $ 15,550 $ 500 $ 14,492 $ 178,156 Loss $ (15,550) $ (500) $ (14,492) $ (178,156) Per share data: Basic and diluted net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.02) Basic and diluted weighted average ordinary shares outstanding 7,500,000 7,500,000 7,500,000 9,184,238 For the Period from December 4, 2015 (Inception) Through December 31, 2015 Formation and operating costs $ 25,162 Loss $ (25,162) Per share data: Basic and diluted net loss per share $ (0.00) Basic and diluted weighted average ordinary shares outstanding 7,500,000

Organization and Plan of Busi20

Organization and Plan of Business Operations - Organization and General (Details) - USD ($)	Nov. 28, 2016	Oct. 14, 2016	Dec. 31, 2017	Dec. 31, 2016
Organization and Financing
Par value of common stock (in dollars per share)			$ 0.0001	$ 0.0001
Revenue			$ 0
Class A
Organization and Financing
Par value of common stock (in dollars per share)			$ 0.0001	$ 0.0001
IPO
Organization and Financing
Sale of units		30,000,000
Price of units (in dollars per unit)		$ 10
Number of warrants included in each unit		1
IPO | Class A
Organization and Financing
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
Over-Allotment Option
Organization and Financing
Sale of units	1,000,000
Term of option to purchase additional units		45 days
Over-Allotment Option | Maximum
Organization and Financing
Additional units available for purchase		4,500,000

Organization and Plan of Busi21

Organization and Plan of Business Operations - Financing (Details) - USD ($)	Nov. 28, 2016	Oct. 14, 2016	Dec. 31, 2017
Private Placement
Organization and Financing
Warrants issued (in shares)	400,000	16,000,000
Purchase price of warrants		$ 0.50
Aggregate value of warrants		$ 8,000,000
Net proceeds from sale of units		8,200,000
IPO
Organization and Financing
Net proceeds from sale of units		310,000,000
Payment of underwriting discounts		6,200,000	$ 6,200,000
Funds designated for operational use		$ 2,000,000	$ 2,000,000
Sale of units		30,000,000
IPO | Assets held in trust
Organization and Financing
Net proceeds from sale of units		$ 310,000,000
Over-Allotment Option
Organization and Financing
Sale of units	1,000,000
Over-Allotment Option and Private Placement
Organization and Financing
Payment of underwriting discounts	$ 200,000
Over-Allotment Option and Private Placement | Assets held in trust
Organization and Financing
Net proceeds from sale of units	$ 10,000,000

Organization and Plan of Busi22

Organization and Plan of Business Operations - The Trust Account (Details)	Dec. 31, 2017USD ($)
Organization and Plan of Business Operations
Cash and cash equivalents held in the Trust Account	$ 312,497,921

Organization and Plan of Busi23

Organization and Plan of Business Operations - Business Combination and Liquidity (Details)	12 Months Ended
	Dec. 31, 2017USD ($)item$ / shares	Aug. 11, 2017USD ($)	Dec. 31, 2016$ / shares
Business Combination
Business combination, redemption valuation period prior to consummation	2 days
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001		$ 0.0001
Liquidity
Working capital deficit	$ 3,634,283
Deferred accrued expenses	3,774,090
Note payable to Sponsor	100,000
Promissory note amount	$ 100,000	$ 300,000
Maximum
Business Combination
Uncompleted business combination, wind-up period	10 days
Minimum
Business Combination
Number of target businesses for Business Combination | item	1
Class A
Business Combination
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001		$ 0.0001
Class A | Maximum
Business Combination
Percent of aggregate public shares that may be redeemed by a shareholder	15.00%
Assets held in trust
Business Combination
Price of units (in dollars per unit) | $ / 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 Polici24

Significant Accounting Policies (Details) - USD ($)	Oct. 14, 2016	Dec. 31, 2015		Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017		Dec. 31, 2016		Dec. 31, 2015	Aug. 11, 2017
Principles of Consolidation
Ownership percentage												100.00%
Concentration of Credit Risk
Federal depository insurance coverage				$ 250,000								$ 250,000
Offering Costs
Deferred underwriting commission														$ 10,850,000
Fair Value Measurement
Investment and cash held in Trust Account				312,497,921								312,497,921
Total				312,497,921								312,497,921
Net Income (Loss) Per Share
Net loss		$ (25,162)		$ (498,107)	$ (2,117,003)	$ 380,334	$ 140,863	$ (178,156)	$ (14,492)	$ (500)	$ (15,550)	(2,093,913)		(208,698)
Less: Income attributable to ordinary shares subject to redemption												(2,342,175)
Adjusted net loss		$ (25,162)										$ (4,436,088)		$ (208,698)
Weighted Average Number of Shares Outstanding, Basic and Diluted		7,500,000	[1]	9,558,699	9,278,550	9,259,360	9,239,245	9,184,238	7,500,000	7,500,000	7,500,000	9,334,687	[1]	7,919,906	[1]
Earnings Per Share, Basic and Diluted		$ 0		$ (0.13)	$ (0.30)	$ (0.02)	$ (0.02)	$ (0.02)	$ 0	$ 0	$ 0	$ (0.48)		$ (0.03)
Shares subject to forfeiture																1,125,000
Income Taxes
Unrecognized tax benefits				$ 0								$ 0
Subsequent events
Promissory note amount				100,000								100,000					$ 300,000
Fair Value, Inputs, Level 1
Fair Value Measurement
Investment and cash held in Trust Account				312,497,921								312,497,921
Total				$ 312,497,921								$ 312,497,921
Class A
Net Income (Loss) Per Share
Outstanding warrants to purchase Class A Shares												23,700,000
Ordinary shares subject to possible redemption												29,067,145		29,510,755
IPO
Offering Costs
Offering Costs												$ 833,589
Underwriting discounts	$ 6,200,000											6,200,000
Deferred underwriting commission												$ 10,850,000
[1]	Excludes 29,067,145 and 29,510,755 Class A Shares subject to possible redemption at December 31, 2017 and December 31, 2016, respecitively. Excludes an aggregate of up to 1,125,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters at December 31, 2015 (see Note 6).

Public Offering (Details)

Public Offering (Details) - $ / shares	Nov. 28, 2016	Oct. 14, 2016	Oct. 04, 2016
Public Offering
Period after the completion of the Business Combination for exercise of warrants (in days)		30 days
Expiration period of warrants after completion of the Business Combination		5 years
Redemption price per warrant		$ 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
Public Offering
Number of warrants required for conversion to one whole share		2
Exercise price		$ 11.50
Minimum price per share required for redemption of warrants		$ 24
IPO
Public Offering
Sale of units		30,000,000
Price of units (in dollars per unit)		$ 10
Number of warrants included in each unit		1
IPO | Class A
Public Offering
Number of shares of common stock included in each unit		1
Number of shares called by each warrant		0.5
Over-Allotment Option
Public Offering
Sale of units	1,000,000
IPO and Over-Allotment Option
Public Offering
Sale of units			31,000,000

Commitments (Details)

Commitments (Details)	Dec. 31, 2017item
Registration Rights
Maximum number of demands	3
IPO
Underwriting Agreement
Underwriting discount	2.00%
Deferred underwriting discount	3.50%
Over-Allotment Option
Underwriting Agreement
Underwriting discount	2.00%
Deferred underwriting discount	3.50%

Cash Held in Trust Account (Det

Cash Held in Trust Account (Details) - USD ($)	Oct. 14, 2016	Dec. 31, 2017	Dec. 31, 2016
Cash Held in Trust Account
Proceeds from issuance of Private Placement Warrants			$ 8,200,000
Cash balance in the Trust Account		$ 312,497,921
Interest income		2,497,921
IPO and Over-Allotment Option
Cash Held in Trust Account
Gross proceeds from sale of uints		310,000,000
Private Placement
Cash Held in Trust Account
Gross proceeds from sale of uints	$ 8,200,000
Proceeds from issuance of Private Placement Warrants		8,200,000
IPO
Cash Held in Trust Account
Gross proceeds from sale of uints	310,000,000
Underwriting discounts	6,200,000	6,200,000
Funds designated for operational use	$ 2,000,000	$ 2,000,000

Related Party Transactions - Re

Related Party Transactions - Related Party Loans and Administrative Services Agreement (Details) - USD ($)	10 Months Ended	12 Months Ended
	Oct. 14, 2016	Dec. 31, 2016	Dec. 31, 2017	Aug. 11, 2017	Dec. 14, 2015
Related Party Transactions
Promissory note amount			$ 100,000	$ 300,000
Note payable to Sponsor			$ 100,000
Repayment of note payable to Sponsor		$ (300,000)
Related Party Loans | Sponsor | Unsecured Promissory Note
Related Party Transactions
Promissory note, maximum borrowing capacity					$ 300,000
Amount borrowed between inception and the Close Date	$ 300,000
Related Party Loans | Sponsor | Working Capital Loan
Related Party Transactions
Conversion price per warrant			$ 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 | Sponsor
Related Party Transactions
Monthly payment for office space and support services			$ 10,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement Warrants (Details) - USD ($)	Nov. 28, 2016	Oct. 14, 2016
Related Party Transactions
Period after the completion of the Business Combination for exercise of warrants (in days)		30 days
Private Placement
Related Party Transactions
Warrants issued (in shares)	400,000	16,000,000
Purchase price of warrants		$ 0.50
Aggregate value of warrants		$ 8,000,000
Class A
Related Party Transactions
Number of warrants required for conversion to one whole share		2
Exercise price		$ 11.50
Private Placement Warrants | Private Placement
Related Party Transactions
Number of warrants required for conversion to one whole share		2
Exercise price		$ 11.50
Period after the completion of the Business Combination for exercise of warrants (in days)		30 days
Private Placement Warrants | Class A | Private Placement
Related Party Transactions
Number of shares called by each warrant		0.5
Private Placement Warrants | Initial Shareholders
Related Party Transactions
Warrants issued (in shares)	400,000
Purchase price of warrants	$ 0.50
Aggregate value of warrants	$ 200,000
Private Placement Warrants | Initial Shareholders | Private Placement
Related Party Transactions
Warrants issued (in shares)		16,000,000
Purchase price of warrants		$ 0.50
Aggregate value of warrants		$ 8,000,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Nov. 26, 2016shares	Dec. 14, 2015USD ($)$ / sharesshares	Nov. 24, 2015shares	Oct. 31, 2016$ / sharesshares	Dec. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2015shares	Dec. 31, 2016USD ($)shares
Related Party Transactions
Shares subject to forfeiture						1,125,000
Minimum ownership of ordinary shares by initial shareholders (as a percent)					20.00%
Shares forfeited	875,000
Class B
Related Party Transactions
Ordinary shares, shares issued					7,750,000		7,750,000
Ordinary shares, value | $					$ 775		$ 775
Ratio of conversion from Class B to Class A ordinary shares					1
Founder Shares Transactions | Sponsor | Class B
Related Party Transactions
Ordinary shares, shares issued		8,625,000
Price per share | $ / shares		$ 0.003
Ordinary shares, value | $		$ 25,000
Shares subject to forfeiture		1,125,000
Shares forfeited			875,000
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, minimum price per share | $ / shares					$ 12
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 | Initial Shareholders
Related Party Transactions
Minimum ownership of ordinary shares by initial shareholders (as a percent)					20.00%
Founder Shares Transactions | Director | Class B
Related Party Transactions
Ordinary shares transferred				50,000
Price per share | $ / shares				$ 0.003
Additional purchase of ordinary shares				421,500

Shareholders' Equity (Details)

Shareholders' Equity (Details)	12 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2016$ / sharesshares	Dec. 31, 2015shares
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	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%
Ordinary shares subject to redemption, shares issued	29,067,145	29,510,755
Ordinary shares subject to redemption, shares outstanding	29,067,145
Net tangible assets | $	$ 5,000,001
Class A
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
Total ordinary shares issued, including shares subject to redemption	31,000,000
Total ordinary shares outstanding, including shares subject to redemption	31,000,000
Ordinary shares, shares issued	1,932,855	1,489,245
Ordinary shares, shares outstanding	1,894,876	1,489,245
Class B
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
Ratio of conversion from Class B to Class A ordinary shares	1
Ordinary shares, shares issued	7,750,000	7,750,000
Ordinary shares, shares outstanding	7,750,000	7,750,000

Quarterly Financial Informati32

Quarterly Financial Information (unaudited) (Details) - USD ($)	1 Months Ended		3 Months Ended								12 Months Ended
	Dec. 31, 2015		Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017		Dec. 31, 2016
Quarterly Financial Information (unaudited)
Formation and operating costs	$ 25,162		$ 1,298,247	$ 2,853,131	$ 221,808	$ 218,648	$ 178,156	$ 14,492	$ 500	$ 15,550	$ 4,591,834		$ 208,698
Loss from operations	(25,162)			(2,853,131)	(221,808)	(218,648)	(1,298,247)				(4,591,834)		(208,698)
Other income:
Interest/dividend income			800,140	736,128	602,142	359,511
Net loss	$ (25,162)		$ (498,107)	$ (2,117,003)	$ 380,334	$ 140,863	$ (178,156)	$ (14,492)	$ (500)	$ (15,550)	$ (2,093,913)		$ (208,698)
Per share data:
Basic and diluted net income/(loss) per share (in dollars per share)	$ 0		$ (0.13)	$ (0.30)	$ (0.02)	$ (0.02)	$ (0.02)	$ 0	$ 0	$ 0	$ (0.48)		$ (0.03)
Basic and diluted weighted average ordinary shares outstanding (in shares)	7,500,000	[1]	9,558,699	9,278,550	9,259,360	9,239,245	9,184,238	7,500,000	7,500,000	7,500,000	9,334,687	[1]	7,919,906	[1]
[1]	Excludes 29,067,145 and 29,510,755 Class A Shares subject to possible redemption at December 31, 2017 and December 31, 2016, respecitively. Excludes an aggregate of up to 1,125,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters at December 31, 2015 (see Note 6).