Organogenesis (ORGO) 10-Q 9 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
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, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Class A
Entity Common Stock, Shares Outstanding		0
Class B
Entity Common Stock, Shares Outstanding		5,812,500

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets
Cash	$ 2,705	$ 125,886
Prepaid expenses	22,306	168,553
Total current assets	25,011	294,439
Cash and cash equivalents held in Trust Account	316,284,206	312,497,921
Total assets	316,309,217	312,792,360
Current liabilities
Note payable to Sponsor	700,000	100,000
Accrued expenses	7,309,631	3,828,722
Total current liabilities	8,009,631	3,928,722
Deferred underwriting commission	5,128,205	10,850,000
Total liabilities	13,137,836	14,778,722
COMMITMENTS
Class A ordinary shares subject to possible redemption, $0.0001 par value; 29,224,706 and 29,067,145 shares at conversion value at September 30, 2018 and December 31, 2017	298,171,380	293,013,630
Shareholders' equity
Preferred shares, $0.0001 par value, 1,000,000 shares authorized: no shares issued and outstanding at September 30, 2018 and December 31, 2017
Additional paid-in capital	2,169,272	7,326,813
Accumulated income/( deficit)	2,829,970	(2,327,773)
Total shareholders' equity	5,000,001	5,000,008
Total liabilities and shareholders' equity	316,309,217	312,792,360
Class A
Shareholders' equity
Ordinary shares, value	178	193
Class B
Shareholders' equity
Ordinary shares, value	$ 581	$ 775

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Class A ordinary shares subject to possible redemption, par value	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption, shares issued	29,224,706	29,067,145
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	1,775,294	1,932,855
Ordinary shares, shares outstanding	1,775,294	1,932,855
Ordinary shares subject to possible redemption	29,224,706	29,067,145
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	5,812,500	7,750,000
Ordinary shares, shares outstanding	5,812,500	7,750,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Operating costs	$ 2,248,987	$ 2,853,131	$ 4,350,337	$ 3,293,587
Loss from operations	(2,248,987)	(2,853,131)	(4,350,337)	(3,293,587)
Other income:
Gain on extinguishment of deferred underwriting fee payable.	5,721,795		5,721,795
Interest/dividend income	1,463,601	736,128	3,786,285	1,697,781
Net income(loss) loss	$ 4,936,409	$ (2,117,003)	$ 5,157,743	$ (1,595,806)
Weighted average number of shares outstanding, basic and diluted	9,850,644	9,281,595	9,776,196	9,260,366
Basic and diluted loss per share	$ 0.36	$ (0.30)	$ 0.16	$ (0.34)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net income/( loss)	$ 5,157,743	$ (1,595,806)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of deferred underwriting fee payable.	(5,721,795)
Interest/dividend income received in the Trust Account	(3,786,285)	(1,658,037)
Change in operating assets and liabilities:
Accrued interest/dividends receivable held in Trust Account		(39,744)
Prepaid expenses	146,247	153,541
Accrued expenses	3,480,909	2,645,284
Net cash used in operating activities	(723,181)	(494,762)
Cash flows from financing activities:
Proceeds from note payable to Sponsor	600,000
Payment of offering costs		(427,578)
Net cash provided by/(used) in financing activities	600,000	(427,578)
Net change in cash	(123,181)	(922,340)
Cash at beginning of period	125,886	1,040,068
Cash at end of period	2,705	117,728
Supplemental disclosure of non-cash financing activities:
Change in ordinary shares subject to possible redemption	$ 5,157,750	$ (1,595,810)

Organization and Plan of Busine

Organization and Plan of Business Operations	9 Months Ended
	Sep. 30, 2018
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 ”) 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 and will continue 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 (as amended, the “ JOBS Act ”). The Company’s sponsor is Avista Acquisition Corp. (the “ Sponsor ”), which was incorporated on December 4, 2015. At September 30, 2018, the Company had not commenced any operations. All activity through September 30, 2018 relates to the Company’s formation, its initial public offering of 30,000,000 units (the “ Units”) at $10.00 per Unit, each consisting of one Class A ordinary share 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 and completing 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 (defined below), after paying additional underwriting discounts of $200,000. 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 (the “Trust Account”) with Continental Stock Transfer and Trust Company (the “Trustee”) acting as trustee as described below. On October 30, 2018, in connection with the Company’s redemption of all of the Company’s remaining outstanding Class A Shares as described below, the Company instructed the Trustee to liquidate the Trust Account and to disburse the funds established in connection with the Public Offering. See “Subsequent Events” in Note 2 below. The Company intends to finance the Business Combination (as defined below) with net proceeds from a $46,000,000 initial private investment from the PIPE Investors at the close of the Business Combination (see Note 6). The Trust Account As of January 1, 2018 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. On March 8, 2018 the funds in the Trust Account were invested in U.S. government treasury bills, which matured on April 5, 2018. On April 5, 2018 the funds in the Trust Account were reinvested in U.S. government treasury bills, which matured on May 3, 2018. On May 3, 2018, the funds in the Trust Account were reinvested in US government treasury bills, which matured on May 31, 2018. On May 31, 2018, the funds in the Trust Account were reinvested in US government treasury bills, which matured on June 28, 2018. On June 28, 2018 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 balance in the Trust Account as of September 30, 2018 was $316,284,206. The funds in the Trust Account were invested in U.S. government treasury bills, or other similar investments until the Company failed to consummate a business combination within the prescribed time. As discussed below, on October 30, 2018, in order to provide for the disbursement of funds from the Company’s Trust Account in connection with the Company’s redemption of the remaining Class A Shares, the Company instructed the Trustee to immediately liquidate the Trust Account. The proceeds of the Trust Account were held in a noninterest-bearing account while awaiting disbursement to the holders of the Class A Shares. The Company instructed Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “ Transfer Agent ”) to redeem all Class A Shares and provide holders of Class A Shares their pro rata portion of the proceeds of the Trust Account. See “Subsequent Events” in Note 2 below. Business Combination On October 30, 2018, the directors and officers of the Company and the Sponsor amended the Letter Agreement, dated October 10, 2016 (the “ Letter Agreement ”), to eliminate any obligation to cease operations and proceed with the liquidation and dissolution of the Company. The Private Placement Warrants will expire worthless if the Company fails to complete a business combination. The NASDAQ Stock Market (“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. Termination of Previously Proposed Business Combination On August 21, 2017, the Company, Avista Healthcare Merger Sub, Inc. a Delaware corporation and a direct wholly owned subsidiary of the Company (“ 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 ”), which provided for a proposed business combination between the Company and Envigo. On February 14, 2018, the Company and Envigo entered into the Mutual Termination Agreement pursuant to Section 7.1(a) of the Transaction Agreement, pursuant to which the Transaction Agreement was terminated effective as of February 14, 2018. The Company intends to continue to pursue the Business Combination described below. Proposed Business Combination On August 17, 2018, the Company, Merger Sub and Organogenesis Inc., a Delaware corporation (“ Organogenesis ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) to consummate a business combination (the “ Business Combination ”). On October 5, 2018, pursuant to the Merger Agreement, the Company, Merger Sub and Organogenesis entered into an amendment to the Merger Agreement (“ Amendment No. 1 ”). Amendment No. 1, among other things, replaces the form of parent charter upon Domestication (as defined below) and the Form of Parent Bylaws upon Domestication. Pursuant to the Merger Agreement, as amended, among other things, (i) the Company will transfer by way of continuation out of the Cayman Islands into the State of Delaware or domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (2018 Revision) (the “ Domestication ”); and (ii) Merger Sub will merge with and into Organogenesis, the separate corporate existence of Merger Sub will cease and Organogenesis will be the surviving corporation and a direct wholly owned subsidiary of the Company. As previously disclosed, on October 4, 2018, the Company held an extraordinary general meeting of its shareholders (the “ EGM” ). At the EGM, the following matters were submitted to holders of the Company’s Ordinary Shares: (i) a proposal to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date by which the Company has to consummate a business combination from October 14, 2018 to February 15, 2019 (the “ Extension Amendment Proposal ”) and (ii) a proposal to amend the Company’s Investment Management Trust Agreement, dated as of October 10, 2016, by and between the Company and the Trustee, to extend the date on which to commence liquidating the trust account established in connection with the Company’s Public Offering in the event the Company has not consummated a business combination prior to October 14, 2018, from October 14, 2018 to February 15, 2019 (the “ Trust Amendment Proposal ”). The Extension Amendment Proposal did not receive “for” votes from holders of one hundred percent (100%) of the Ordinary Shares represented in person or by proxy and entitled to vote thereon at the EGM (voting together as a single class), and accordingly was not approved. The Trust Amendment Proposal received “for” votes from holders of more than sixty five percent (65%) of the issued and outstanding ordinary shares, and accordingly was approved. In connection with this vote, the holders of 30,798,019 of the Company’s Class A Shares indicated that they wished to exercise their right under the Company’s Articles to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $314,258,592, in the event that the proposal was approved. The Company initially reported that the proposal was approved, however it was later determined, and reported, that sufficient affirmative votes were not received to approve the proposal. As a result of the Company’s error with respect to the application of the prescribed voting standard, these shares were redeemed on October 4, 2018, which was in advance of the date required by the Company’s Articles. See Note 6 below. As a result of Proposal 1 not being approved, such shares were subject to mandatory redemption within ten business days of October 14, 2018 pursuant to the Company’s Articles. Due to its inability to consummate an initial business combination within the time period required by the Company’s Articles, the Company redeemed the remaining outstanding public shares as of October 31, 2018 on October 31, 2018. The Class A Shares ceased trading on the NASDAQ Capital Market as of the close of business on October 30, 2018 in order to allow time for the settlement of trades and as a result of a trading suspension by NASDAQ. As of the close of business on October 31, 2018, the Class A Shares were deemed cancelled, and as of such date represent only the right to receive the redemption amount. As discussed above, in order to provide for the disbursement of funds from the Trust Account established in connection with the Company’s initial public offering, the Company instructed the Trustee to immediately liquidate the Trust Account. The proceeds of the trust account were held in a noninterest-bearing account while awaiting disbursement to the holders of the public shares. Holders of the Class A Shares had their shares redeemed for their pro rata portion of the proceeds of the Trust Account by the Transfer Agent, at a per share redemption price of approximately $10.30 per share, for an aggregate redemption amount of approximately $2,081,751. The redemption amount was payable to the holders of the Class A Shares (including the Class A Shares in the Company’s Units) upon presentation of their share or unit certificates or other delivery of their shares or units. Beneficial owners of Class A Shares held in ‘‘street name,’’ however, did not need to take any action in order to receive the redemption amount. There is no redemption right or liquidating distribution with respect to the Warrants, which remain outstanding. On October 30, 2018, the directors and officers of the Company and the Sponsor amended the Letter Agreement to eliminate any obligation to cease operations and proceed with the liquidation and dissolution of the Company. Liquidity As of September 30, 2018, the Company had a working capital deficit of $7,984,620. 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 September 30, 2018, $7,239,714 of accrued expenses were deferred. The Company issued to the Sponsor on August 11, 2017, as amended and restated on August 30, 2018 and further amended on November 8, 2018 an unsecured promissory note (the “Promissory Note” ) pursuant to which the Company is permitted to borrow up to $850,000 in aggregate principal amount. As of September 30, 2018, the Company has borrowed $700,000 under such note. This note is non-interest bearing and payable on the earlier of January 31, 2019 or the closing of a proposed business combination. If the Company is unable to consummate the proposed Business Combination, it may be required to take additional measures to raise additional capital. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Significant Accounting Policies
Significant Accounting Policies	Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated financial statements should be read in conjunction with the Company’s form 10-K, as filed with the SEC on March 14, 2018. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other future period. 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 unaudited 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 Securities Exchange Act of 1934, as amended (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 and the reported amounts of revenues and expenses during the reporting period. 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 Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ 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 September 30, 2018 and December 31, 2017. Description September 30, 2018 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 316,284,206 $ 316,284,206 $ — $ — Total $ 316,284,206 $ 316,284,206 $ — $ — 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 $ — $ — 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 September 30, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income (loss) 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 September 30, 2018 and 2017, the Company had outstanding warrants for the purchase of up to 23,700,000 Class A Shares. For the period ended September 30, 2018 and 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 occurrence 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: Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Net income/(loss) $ 4,936,409 $ (2,117,003) $ 5,157,743 $ (1,595,806) Less: Income attributable to ordinary shares subject to redemption (1,379,784) (693,179) (3,569,454) (1,598,724) Adjusted net income/(loss) $ 3,556,625 $ (2,810,182) $ 1,588,289 $ (3,194,530) Weighted average shares outstanding, basic and diluted 9,850,644 9,281,595 9,776,196 9,260,366 Basic and diluted net income/(loss) per ordinary share $ 0.36 $ (0.30) $ 0.16 $ (0.34) 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 September 30, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. Recent Accounting Standards 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 September 30, 2018 through the date which these condensed consolidated financial statements were issued. At the EGM, Proposal 1 to authorize an amendment to the Company’s Articles to extend the date by which the Company had to consummate a business combination from October 14, 2018 to February 15, 2019, was not approved. As a result of application of an incorrect voting standard, the 30,798,019 shares that had been submitted for redemption by Public Shareholders were redeemed for their pro rata share of the Trust Account at that time at a redemption price of approximately $10.20 per share for an aggregate redemption amount of approximately $314,258,592. Subsequently, on October 30, 2018, after discovery of the error in the prescribed application of the voting standard, the Company instructed the Trustee to liquidate the Trust Account to redeem all remaining outstanding Class A Shares sold in the Public Offering as required by the Company’s Articles. The Class A Shares ceased trading on the NASDAQ Capital Market as of the close of business on October 30, 2018, in order to allow time for the settlement of trades in advance of the redemption of the remaining Class A Shares and as a result of a trading suspension by NASDAQ. As of the close of business on October 31, 2018, the Company’s remaining 201,981 Class A Shares were deemed cancelled and became the right to receive approximately $10.30 per share, for an aggregate redemption amount of approximately $2,081,751. In order to provide for the disbursement of funds from the Company’s Trust Account, the Company instructed the Trustee to immediately liquidate the Trust Account on October 30, 2018. The proceeds of the Trust Account were held in a noninterest-bearing account while awaiting disbursement to the holders of the Class A Shares. Holders of Class A Shares are having their shares redeemed for their pro rata portion of the proceeds of the Trust Account by the Company’s Transfer Agent. There is no redemption right or liquidating distribution with respect to the Warrants, which remain outstanding. On October 9, 2018, the Company borrowed $150,000 from the Sponsor pursuant to the Promissory Note. On November 2, 2018, the Company received a written notice (the “ Notice ”) from the Listing Qualifications Department of NASDAQ indicating that the Staff has determined to delist the Company’s Class A Shares from the NASDAQ Capital Market pursuant to its discretionary authority under Listing Rules 5101 and IM-5101-1.2 and has determined to delist the Company’s Warrants and Units from the NASDAQ Capital Market for failing to comply with Listing Rules 5560(a) and 5225(b)(1)(A), respectively, as a result of the Company’s Class A Shares no longer meeting the minimum 300 public holder requirement and the minimum 500,000 publicly held shares requirement, as well as the minimum $2.5 million stockholders equity requirement for continued listing on the NASDAQ Capital Market, in each case pursuant to Rule 5550. Accordingly, the Staff notified the Company that unless the Company requests an appeal of this determination, such securities will be delisted at the opening of business on November 13, 2018 and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on NASDAQ. On November 9, 2018, the Company appealed NASDAQ’s decision to a hearings panel pursuant to the procedures set forth in the NASDAQ rules. The suspension of the Company’s securities and the filing of the Form 25-NSE will be stayed pending the hearing panel’s decision. The Company can provide no assurance that, following the hearing, the hearings panel will grant the Company’s request for continued listing or that the Company can maintain compliance with the other NASDAQ Listing Rules. See Part II, Item 1A. “Risk Factors”— We have received a delisting notice from NASDAQ and our securities may be delisted from trading on its exchange, which may limit investors’ ability to make transactions in our securities and reduce the liquidity of our securities and inhibit our ability to relist securities on NASDAQ following the Business Combination, as the other factors described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2018
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	9 Months Ended
	Sep. 30, 2018
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 fee of $5,128,205 pursuant to a deferred fee letter, dated as of August 17, 2018 (“ Deferred Commissions ”) at the time of the closing of the business combination. The Deferred Commission 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 will 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	9 Months Ended
	Sep. 30, 2018
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. The Trustee commenced liquidation of the Trust Account on October 31, 2018.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
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, as amended and restated on August 30, 2018 and further amended on November 8, 2018, an unsecured promissory note pursuant to which the Company is permitted to borrow up to $850,000 in aggregate principal amount. As of September 30, 2018, the Company has borrowed $700,000 under such note. This note is non-interest bearing and payable on the earlier of January 31, 2019 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. As of September 30, 2018, $170,000 is accrued and included in accrued expenses. 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. See “Founder Shares” in Note 6 below. 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 421,250 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. On August 17, 2018 the Sponsor and the other holders of Founder Shares agreed to surrender to the Company for no consideration an aggregate of 1,937,500 Founder Shares in connection with the execution of the Merger Agreement, which Founder Shares were canceled. The Initial Shareholders and other holders of our Founder Shares also agreed to surrender to the Company for no consideration an aggregate of 4,421,507 Class B Shares and 16,400,000 Private Placement Warrants immediately prior to the consummation of the Business Combination subject to the satisfaction or waiver of certain closing conditions. 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. Subscription Agreements In connection with the signing of the Merger Agreement on August 17, 2018, the Company entered into a subscription agreement (the “ Initial Subscription Agreement ”) with Avista Capital Partners Fund IV L.P., a Delaware limited partnership and Avista Capital Partners Fund IV (Offshore), L.P., a limited partnership formed under the laws of Bermuda (collectively, the “ PIPE Investors ”) for the purchase and sale of 9,022,741 shares of the Company’s common stock and 4,100,000 warrants to purchase one-half of one share of the Company’s common stock, on substantially the same terms as the Private Placement Warrants, which are to be surrendered by Sponsor pursuant to the Parent Sponsor Letter entered into in connection with the Merger Agreement, for an aggregate purchase price of $46,000,000, immediately following the Domestication through a private placement (the “ private placement ”) offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46,000,000 (such subscription, collectively with the private placement, the “ equity financing ”). The purpose of the equity financing was to fund the Business Combination and related transactions and for general corporate purposes.

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2018
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 September 30, 2018 and 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 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 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, 2018 and December 31, 2017 there were 31,000,000 Class A Shares issued and outstanding, of which 29,224,706 and 29,067,145 shares, respectively, were subject to possible redemption and are classified outside of shareholders’ equity at the balance sheet date. At September 30, 2018 and December 31, 2017 there were respectively 5,812,500 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 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 September 30, 2018 and December 31, 2017, 29,224,706 and 29,067,145, respectively, of the Company’s 31,000,000 Class A Shares were classified outside of permanent equity at their redemption value.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated financial statements should be read in conjunction with the Company’s form 10-K, as filed with the SEC on March 14, 2018. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other future period.
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 unaudited 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 Securities Exchange Act of 1934, as amended (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 and the reported amounts of revenues and expenses during the reporting period. 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 Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ 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 September 30, 2018 and December 31, 2017. Description September 30, 2018 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 316,284,206 $ 316,284,206 $ — $ — Total $ 316,284,206 $ 316,284,206 $ — $ — 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 $ — $ —
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 September 30, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income (loss) 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 September 30, 2018 and 2017, the Company had outstanding warrants for the purchase of up to 23,700,000 Class A Shares. For the period ended September 30, 2018 and 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 occurrence 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: Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Net income/(loss) $ 4,936,409 $ (2,117,003) $ 5,157,743 $ (1,595,806) Less: Income attributable to ordinary shares subject to redemption (1,379,784) (693,179) (3,569,454) (1,598,724) Adjusted net income/(loss) $ 3,556,625 $ (2,810,182) $ 1,588,289 $ (3,194,530) Weighted average shares outstanding, basic and diluted 9,850,644 9,281,595 9,776,196 9,260,366 Basic and diluted net income/(loss) per ordinary share $ 0.36 $ (0.30) $ 0.16 $ (0.34)
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 September 30, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands.
Recent Accounting Standards	Recent Accounting Standards 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 September 30, 2018 through the date which these condensed consolidated financial statements were issued. At the EGM, Proposal 1 to authorize an amendment to the Company’s Articles to extend the date by which the Company had to consummate a business combination from October 14, 2018 to February 15, 2019, was not approved. As a result of application of an incorrect voting standard, the 30,798,019 shares that had been submitted for redemption by Public Shareholders were redeemed for their pro rata share of the Trust Account at that time at a redemption price of approximately $10.20 per share for an aggregate redemption amount of approximately $314,258,592. Subsequently, on October 30, 2018, after discovery of the error in the prescribed application of the voting standard, the Company instructed the Trustee to liquidate the Trust Account to redeem all remaining outstanding Class A Shares sold in the Public Offering as required by the Company’s Articles. The Class A Shares ceased trading on the NASDAQ Capital Market as of the close of business on October 30, 2018, in order to allow time for the settlement of trades in advance of the redemption of the remaining Class A Shares and as a result of a trading suspension by NASDAQ. As of the close of business on October 31, 2018, the Company’s remaining 201,981 Class A Shares were deemed cancelled and became the right to receive approximately $10.30 per share, for an aggregate redemption amount of approximately $2,081,751. In order to provide for the disbursement of funds from the Company’s Trust Account, the Company instructed the Trustee to immediately liquidate the Trust Account on October 30, 2018. The proceeds of the Trust Account were held in a noninterest-bearing account while awaiting disbursement to the holders of the Class A Shares. Holders of Class A Shares are having their shares redeemed for their pro rata portion of the proceeds of the Trust Account by the Company’s Transfer Agent. There is no redemption right or liquidating distribution with respect to the Warrants, which remain outstanding. On October 9, 2018, the Company borrowed $150,000 from the Sponsor pursuant to the Promissory Note. On November 2, 2018, the Company received a written notice (the “ Notice ”) from the Listing Qualifications Department of NASDAQ indicating that the Staff has determined to delist the Company’s Class A Shares from the NASDAQ Capital Market pursuant to its discretionary authority under Listing Rules 5101 and IM-5101-1.2 and has determined to delist the Company’s Warrants and Units from the NASDAQ Capital Market for failing to comply with Listing Rules 5560(a) and 5225(b)(1)(A), respectively, as a result of the Company’s Class A Shares no longer meeting the minimum 300 public holder requirement and the minimum 500,000 publicly held shares requirement, as well as the minimum $2.5 million stockholders equity requirement for continued listing on the NASDAQ Capital Market, in each case pursuant to Rule 5550. Accordingly, the Staff notified the Company that unless the Company requests an appeal of this determination, such securities will be delisted at the opening of business on November 13, 2018 and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on NASDAQ. On November 9, 2018, the Company appealed NASDAQ’s decision to a hearings panel pursuant to the procedures set forth in the NASDAQ rules. The suspension of the Company’s securities and the filing of the Form 25-NSE will be stayed pending the hearing panel’s decision. The Company can provide no assurance that, following the hearing, the hearings panel will grant the Company’s request for continued listing or that the Company can maintain compliance with the other NASDAQ Listing Rules. See Part II, Item 1A. “Risk Factors”— We have received a delisting notice from NASDAQ and our securities may be delisted from trading on its exchange, which may limit investors’ ability to make transactions in our securities and reduce the liquidity of our securities and inhibit our ability to relist securities on NASDAQ following the Business Combination, as the other factors described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2018
Significant Accounting Policies
Schedule of fair value of assets	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017. Description September 30, 2018 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 316,284,206 $ 316,284,206 $ — $ — Total $ 316,284,206 $ 316,284,206 $ — $ — 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	Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Net income/(loss) $ 4,936,409 $ (2,117,003) $ 5,157,743 $ (1,595,806) Less: Income attributable to ordinary shares subject to redemption (1,379,784) (693,179) (3,569,454) (1,598,724) Adjusted net income/(loss) $ 3,556,625 $ (2,810,182) $ 1,588,289 $ (3,194,530) Weighted average shares outstanding, basic and diluted 9,850,644 9,281,595 9,776,196 9,260,366 Basic and diluted net income/(loss) per ordinary share $ 0.36 $ (0.30) $ 0.16 $ (0.34)

Organization and Plan of Busi_2

Organization and Plan of Business Operations - Organization and General (Details) - USD ($)	Nov. 28, 2016	Oct. 14, 2016	Sep. 30, 2018	Dec. 31, 2017
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		310,000,000	30,000,000
Price of units (in dollars per unit)		$ 10	$ 10
Number of warrants included in each unit		1	1
IPO | Class A
Organization and Financing
Number of shares of common stock included in each unit		1	1
Par value of common stock (in dollars per share)			$ 0.0001
Number of shares called by each warrant		0.5	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 Busi_3

Organization and Plan of Business Operations - Financing (Details) - USD ($)	Nov. 28, 2016	Oct. 14, 2016	Sep. 30, 2018
Private Placement
Organization and Financing
Warrants issued (in shares)	400,000	16,000,000
Purchase price of warrants		$ 0.50
Aggregate value of warrants, net of proceeds reserved for operations		$ 8,000,000
IPO
Organization and Financing
Sale of units		310,000,000	30,000,000
Payment of underwriting discounts		$ 6,200,000
Funds designated for operational use		$ 2,000,000
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 Busi_4

Organization and Plan of Business Operations - The Trust Account (Details)	Sep. 30, 2018USD ($)
U.S. Treasury bills | Fair Value, Inputs, Level 1
The Trust Account
Cash and cash equivalents held in the Trust Account	$ 316,284,206

Organization and Plan of Busi_5

Organization and Plan of Business Operations - Business Combination and Liquidity (Details)	Oct. 31, 2018USD ($)$ / sharesshares	Oct. 04, 2018USD ($)$ / sharesshares	Sep. 30, 2018USD ($)item	Oct. 09, 2018USD ($)	Aug. 30, 2018USD ($)	Dec. 31, 2017USD ($)
Liquidity
Working capital deficit			$ 7,984,620
Deferred accrued expenses			7,239,714
Note payable to Sponsor			$ 700,000			$ 100,000
Promissory note amount					$ 850,000
Subsequent Events
Business Combination
Uncompleted business combination, wind-up period		10 days
Percentage of votes received for trust amendment proposal		65.00%
Aggregate redemption amount	$ 2,081,751
Liquidity
Promissory note amount				$ 150,000
Minimum
Business Combination
Number of target businesses for Business Combination | item			1
Class A | Subsequent Events
Business Combination
Number of shares submitted for redemption by shareholders | shares	201,981	30,798,019
Redemption price | $ / shares	$ 10.30	$ 10.20
Aggregate redemption amount	$ 2,081,751	$ 314,258,592
Assets held in trust | Minimum
Business Combination
Business combination, fair value percent of assets held in trust			80.00%

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Oct. 31, 2018	Oct. 04, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Oct. 09, 2018	Aug. 30, 2018	Dec. 31, 2017
Principles of Consolidation
Ownership percentage					100.00%
Concentration of Credit Risk
Federal depository insurance coverage			$ 250,000		$ 250,000
Fair Value Measurement
Investment and cash held in Trust Account			316,284,206		316,284,206				$ 312,497,921
Total			316,284,206		316,284,206				312,497,921
Net Income (Loss) Per Share
Net income/( loss)			4,936,409	$ (2,117,003)	5,157,743	$ (1,595,806)
Less: Income attributable to ordinary shares subject to redemption			(1,379,784)	(693,179)	(3,569,454)	(1,598,724)
Adjusted net income/ (loss)			$ 3,556,625	$ (2,810,182)	$ 1,588,289	$ (3,194,530)
Weighted average shares outstanding, basic and diluted			9,850,644	9,281,595	9,776,196	9,260,366
Basic and diluted net income/( loss) per ordinary share			$ 0.36	$ (0.30)	$ 0.16	$ (0.34)
Income Taxes
Unrecognized tax benefits			$ 0		$ 0
Subsequent events
Promissory note amount								$ 850,000
Subsequent Events
Subsequent events
Aggregate redemption amount	$ 2,081,751
Promissory note amount							$ 150,000
Fair Value, Inputs, Level 1
Fair Value Measurement
Investment and cash held in Trust Account			316,284,206		316,284,206				312,497,921
Total			$ 316,284,206		$ 316,284,206				$ 312,497,921
Class A
Net Income (Loss) Per Share
Outstanding warrants to purchase Class A Shares					23,700,000	23,700,000
Class A | Subsequent Events
Subsequent events
Number of shares submitted for redemption by shareholders	201,981	30,798,019
Redemption price	$ 10.30	$ 10.20
Aggregate redemption amount	$ 2,081,751	$ 314,258,592

Public Offering (Details)

Public Offering (Details) - $ / shares	Nov. 28, 2016	Oct. 14, 2016	Sep. 30, 2018
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		310,000,000	30,000,000
Price of units (in dollars per unit)		$ 10	$ 10
Number of warrants included in each unit		1	1
IPO | Class A
Public Offering
Number of shares of common stock included in each unit		1	1
Number of shares called by each warrant		0.5	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)	Sep. 30, 2018USD ($)item	Dec. 31, 2017USD ($)	Oct. 14, 2016
Underwriting Agreement
Deferred underwriting fee	$ 5,128,205	$ 10,850,000
Registration Rights
Maximum number of demands | item	3
IPO
Underwriting Agreement
Underwriting discount			2.00%
Deferred underwriting fee	$ 5,128,205
Over-Allotment Option
Underwriting Agreement
Underwriting discount			2.00%
Deferred underwriting fee	$ 5,128,205

Cash Held in Trust Account (Det

Cash Held in Trust Account (Details)	Oct. 14, 2016USD ($)
IPO and Over-Allotment Option
Cash Held in Trust Account
Gross proceeds from sale of units	$ 310,000,000
Private Placement
Cash Held in Trust Account
Proceeds from issuance of Private Placement Warrants	8,200,000
IPO
Cash Held in Trust Account
Underwriting discounts	6,200,000
Funds designated for operational use	$ 2,000,000

Related Party Transactions - Re

Related Party Transactions - Related Party Loans and Administrative Services Agreement (Details) - USD ($)	Oct. 14, 2016	Oct. 14, 2016	Oct. 09, 2018	Sep. 30, 2018	Aug. 30, 2018	Dec. 31, 2017	Dec. 14, 2015
Related Party Transactions
Promissory note amount					$ 850,000
Note payable to Sponsor				$ 700,000		$ 100,000
Accrued expenses				$ 7,309,631		$ 3,828,722
Subsequent Events
Related Party Transactions
Promissory note amount			$ 150,000
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
Repayment of note payable to Sponsor	$ (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
Related Party Transactions
Monthly payment for office space and support services				10,000
Accrued expenses				$ 170,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement Warrants (Details) - USD ($)	Nov. 28, 2016	Oct. 14, 2016	Sep. 30, 2018
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, net of proceeds reserved for operations		$ 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
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
Purchase price of warrants		$ 0.50
Aggregate value of warrants, net of proceeds reserved for operations		$ 8,000,000
Number of shares called by each warrant			0.5
Private Placement Warrants | Class A
Related Party Transactions
Exercise price			$ 11.50
Private Placement Warrants | Class A | Private Placement
Related Party Transactions
Number of warrants required for conversion to one whole share			2
Private Placement Warrants | Initial Shareholders | Private Placement
Related Party Transactions
Warrants issued (in shares)	400,000
Purchase price of warrants	$ 0.50
Aggregate value of warrants	$ 200,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Aug. 17, 2018USD ($)shares	Jul. 05, 2017shares	Nov. 28, 2016shares	Dec. 14, 2015USD ($)$ / sharesshares	Oct. 31, 2016$ / sharesshares	Sep. 30, 2018USD ($)$ / sharesshares	Dec. 31, 2017USD ($)shares	Oct. 14, 2016
Related Party Transactions
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
Class B
Related Party Transactions
Ordinary shares, shares issued						5,812,500	7,750,000
Ordinary shares, value | $						$ 581	$ 775
Ratio of conversion from Class B to Class A ordinary shares						1	1
Founder Shares Transactions | Class B
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 | Common Class B and private placement warrants
Related Party Transactions
Consideration amount | $	$ 0
Founder Shares Transactions | Sponsor
Related Party Transactions
Shares subject to forfeiture				1,125,000
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 forfeited			875,000
Share sold		186,320	161,180
Founder Shares Transactions | Initial Shareholders
Related Party Transactions
Minimum ownership of ordinary shares by initial shareholders (as a percent)				20.00%				20.00%
Founder Shares Transactions | Director | Class B
Related Party Transactions
Ordinary shares, shares issued					50,000
Price per share | $ / shares					$ 0.003
Additional purchase of ordinary shares					421,250
Founder Shares Transactions | Sponsor and other holders
Related Party Transactions
Consideration amount | $	$ 0
Aggregate of shares that were canceled	1,937,500
Founder Shares Transactions | Initial Shareholders and other holders | Class B
Related Party Transactions
Shares agreed to surrender upon satisfaction or waiver of certain conditions	4,421,507
Private Placement Warrants | Sponsor | Class B
Related Party Transactions
Share sold		404,723	350,114
Private Placement Warrants | Initial Shareholders and other holders
Related Party Transactions
Shares agreed to surrender upon satisfaction or waiver of certain conditions	16,400,000

Related Party Transactions - Su

Related Party Transactions - Subscription Agreements (Details) - Subscription Agreements - PIPE Investors	Aug. 17, 2018USD ($)shares
Related Party Transactions
Purchase and sale of common stock	9,022,741
Warrants issued to purchase Company's common stock, (in shares)	4,100,000
Number of shares called by each warrant	0.50
Purchase of warrants and common stock | $	$ 46,000,000
Common stock shares bought under the agreement (in shares)	3,221,050
Common stock bought under the agreement | $	$ 46,000,000

Shareholders' Equity (Details)

Shareholders' Equity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares	Dec. 31, 2017$ / 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	one
Minimum ownership of ordinary shares by initial shareholders (as a percent)	20.00%	20.00%
Ordinary shares subject to redemption, shares issued	29,224,706	29,067,145
Ordinary shares subject to redemption, shares outstanding	29,224,706	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	31,000,000
Total ordinary shares outstanding, including shares subject to redemption	31,000,000	31,000,000
Ordinary shares, shares issued	1,775,294	1,932,855
Ordinary shares, shares outstanding	1,775,294	1,932,855
Ordinary shares subject to possible redemption	29,224,706	29,067,145
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	1
Ordinary shares, shares issued	5,812,500	7,750,000
Ordinary shares, shares outstanding	5,812,500	7,750,000