Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SCACU | |
Entity Registrant Name | Saban Capital Acquisition Corp. | |
Entity Central Index Key | 1,671,854 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,157,776 | |
Class F Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,243,480 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 254,275 | $ 201,002 |
Prepaid expenses | 2,619 | 62,947 |
Total current assets | 256,894 | 263,949 |
Investments held in Trust Account | 215,371,398 | 251,721,796 |
Total Assets | 215,628,292 | 251,985,745 |
Current Liabilities: | ||
Accrued expenses | 5,646,436 | 106,756 |
Accrued interest | 7,008 | |
Loan payable | 1,000,000 | |
Due to related party | 107,772 | 3,502 |
Total current liabilities | 6,761,216 | 110,258 |
Deferred underwriting compensation | 8,750,000 | 8,750,000 |
Total Liabilities | 15,511,216 | 8,860,258 |
Class A ordinary shares subject to possible redemptions; 19,511,708 shares and 23,812,549 shares at September 30, 2018 and December 31, 2017 respectively | 195,117,075 | 238,125,486 |
Shareholders' equity: | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | 8,202,965 | 4,345,929 |
Retained earnings | (3,203,753) | 653,329 |
Total Shareholders' equity | 5,000,001 | 5,000,001 |
Total liabilities and shareholders' equity | 215,628,292 | 251,985,745 |
Class A Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary shares value | 165 | 119 |
Total Shareholders' equity | 165 | 119 |
Class F Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary shares value | 624 | 624 |
Total Shareholders' equity | $ 624 | $ 624 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Class A ordinary shares subject to possible redemption, shares | 19,511,708 | 23,812,549 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Class A ordinary shares subject to possible redemption, shares | 19,511,708 | 23,812,549 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, issued | 1,646,068 | 1,187,451 |
Ordinary shares, outstanding | 1,646,068 | 1,187,451 |
Class F Ordinary Shares [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 6,243,480 | 6,243,480 |
Ordinary shares, outstanding | 6,243,480 | 6,243,480 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | ||||
Interest Income | $ 1,121,940 | $ 510,478 | $ 2,800,930 | $ 1,056,744 |
Total Revenue | 1,121,940 | 510,478 | 2,800,930 | 1,056,744 |
Professional fees and other expenses | 4,712,451 | 172,827 | 6,651,005 | 520,558 |
Interest Expense | 4,054 | 7,007 | ||
Net income/(loss) attributable to ordinary shares | (3,594,565) | 337,651 | (3,857,082) | 536,186 |
Class A Ordinary Shares [Member] | ||||
Revenue | ||||
Interest Income | 1,121,940 | 510,478 | 2,800,930 | 1,056,744 |
Professional fees and other expenses | 3,763,134 | 138,285 | 5,318,309 | 416,473 |
Interest Expense | 3,237 | 5,603 | ||
Net income/(loss) attributable to ordinary shares | $ (2,644,431) | $ 372,193 | $ (2,522,982) | $ 640,271 |
Ordinary shares - basic and diluted | $ (0.11) | $ 0.01 | $ (0.10) | $ 0.03 |
Class F Ordinary Shares [Member] | ||||
Revenue | ||||
Professional fees and other expenses | $ 949,317 | $ 34,542 | $ 1,332,696 | $ 104,085 |
Interest Expense | 817 | 1,404 | ||
Net income/(loss) attributable to ordinary shares | $ (950,134) | $ (34,542) | $ (1,334,100) | $ (104,085) |
Ordinary shares - basic and diluted | $ (0.15) | $ (0.01) | $ (0.21) | $ (0.02) |
Statement of Shareholders' Equi
Statement of Shareholders' Equity (Unaudited) - USD ($) | Total | Class A Ordinary Shares [Member] | Class F Ordinary Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance, value at Dec. 31, 2015 | $ 0 | ||||
Balance, shares at Dec. 31, 2015 | 0 | ||||
Sale of Class F ordinary shares on April 11, 2016 to Sponsor at $0.004 per share, value | $ 25,000 | $ 575 | $ 24,425 | ||
Sale of Class F ordinary shares on April 11, 2016 to Sponsor at $0.004 per share, shares | 5,750,000 | ||||
Capitalization of Class F ordinary shares on September 15, 2016, value | $ 50 | (50) | |||
Capitalization of Class F ordinary shares on September 15, 2016, shares | 500,000 | ||||
Proceeds from initial public offering of Units on September 21, 2016 at $10.00 per Unit, value | 250,000,000 | $ 2,500 | 249,997,500 | ||
Proceeds from initial public offering of Units on September 21, 2016 at $10.00 per Unit, shares | 25,000,000 | ||||
Sale of 7,000,000 Private Placement Warrants to Sponsor on September 15, 2016 at $1.00 per Private Placement Warrant | 7,000,000 | 7,000,000 | |||
Underwriters discounts | (5,000,000) | (5,000,000) | |||
Offering costs charged to additional paid-in capital | (802,818) | (802,818) | |||
Deferred underwriting compensation | (8,750,000) | (8,750,000) | |||
Class A ordinary shares subject to possible redemption; 23,721,053 shares at a redemption value of $10.00 per share, value | (237,374,260) | $ (2,374) | (237,371,886) | ||
Class A ordinary shares subject to possible redemption; 23,721,053 shares at a redemption value of $10.00 per share, shares | (23,737,426) | ||||
Change in Shares Subject to Possible Redemption | 163,732 | $ 2 | 163,730 | ||
Change in Shares Subject to Possible Redemption, shares | 16,373 | ||||
Net income (loss) attributable to ordinary shares | (261,653) | $ (261,653) | |||
Balance, value at Dec. 31, 2016 | 5,000,001 | $ 128 | $ 625 | 5,260,901 | (261,653) |
Balance, shares at Dec. 31, 2016 | 1,278,947 | 6,250,000 | |||
Repurchase of 6,520 Class F shares | (24) | $ (1) | (23) | ||
Repurchase of 6,520 Class F shares, shares | (6,520) | ||||
Change in Shares Subject to Possible Redemption | (914,958) | $ (9) | (914,949) | ||
Change in Shares Subject to Possible Redemption, shares | (91,496) | ||||
Net income (loss) attributable to ordinary shares | 914,982 | 914,982 | |||
Balance, value at Dec. 31, 2017 | 5,000,001 | $ 119 | $ 624 | 4,345,929 | 653,329 |
Balance, shares at Dec. 31, 2017 | 1,187,451 | 6,243,480 | |||
Change in Shares Subject to Possible Redemption | 3,857,082 | $ 46 | 3,857,036 | ||
Change in Shares Subject to Possible Redemption, shares | 458,617 | ||||
Net income (loss) attributable to ordinary shares | (3,857,082) | $ (2,522,982) | $ (1,334,100) | (3,857,082) | |
Balance, value at Sep. 30, 2018 | $ 5,000,001 | $ 165 | $ 624 | $ 8,202,965 | $ (3,203,753) |
Balance, shares at Sep. 30, 2018 | 1,646,068 | 6,243,480 |
Statement of Shareholders' Eq_2
Statement of Shareholders' Equity (Unaudited) (Parenthetical) | Dec. 31, 2016$ / sharesshares |
Sale of shares, price per share | $ 10 |
Sale of Private Placement warrants, number of warrants | shares | 7,000,000 |
Sale of Private Placement warrants, price per warrant | $ 1 |
IPO [Member] | |
Sale of shares, price per share | $ 10 |
Class A Ordinary Shares [Member] | |
Class A ordinary shares subject to possible redemption, shares | shares | 23,721,053 |
Class A ordinary shares subject to possible redemption, redemption value per share | $ 10 |
Sponsor [Member] | Class F Ordinary Shares [Member] | |
Sale of shares, price per share | $ 0.004 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||||
Net income/(loss) attributable to ordinary shares | $ (3,857,082) | $ 536,186 | ||
Changes in operating assets and liabilities | ||||
Prepaid expenses | 60,328 | 79,118 | ||
Accrued expenses | 5,539,680 | 41,110 | ||
Accrued interest | 7,008 | |||
Interest on Investments Held in Trust Account | $ (1,121,940) | $ (510,478) | (2,800,930) | (1,056,744) |
Net cash used in operating activities | (1,050,996) | (400,330) | ||
Cash flows from investing activities: | ||||
Withdrawal from Trust Account upon redemptions | 39,151,329 | |||
Net cash used by investing activities | 39,151,329 | |||
Cash flows from financing activities: | ||||
Due to related party | 104,269 | (4,849) | ||
Loan from Sponsor | 1,000,000 | |||
Redemption of Class A ordinary shares | (39,151,329) | |||
Payment for purchase of Class F ordinary shares | (24) | |||
Net cash used in financing activities | (38,047,060) | (4,873) | ||
Net increase/(decrease) in cash | 53,273 | (405,203) | ||
Cash at beginning of period | 201,002 | 787,889 | ||
Cash at end of period | $ 254,275 | $ 382,686 | $ 254,275 | $ 382,686 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General: Saban Capital Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2016. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s sponsor is Saban Sponsor LLC, a Delaware limited liability company (the “Sponsor”). At September 30, 2018, the Company had not commenced any significant operations. All activity for the period from March 15, 2016 (“Inception”) through September 30, 2018 relates to the Company’s formation and activities related to the initial public offering of Units (as defined below), each consisting of one of the Company’s Class A ordinary shares and one half of one warrant where each whole warrant entitles the holder to purchase one Class A ordinary share (the “Public Offering”), and the identification, evaluation and negotiation of prospective acquisition targets for a Business Combination. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and investments from the proceeds derived from the Public Offering and the Private Placement (as defined below). The Company has selected December 31st as its fiscal year end. Cash Cash consisted of cash held at two U.S. financial institutions, and is subject to credit risk to the extent that the balance exceeds federal deposit insurance limits. Financing: The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 15, 2016. The Public Offering closed on September 21, 2016 (the “Close Date”). The Company’s Sponsor purchased an aggregate of 7,000,000 warrants at a purchase price of $1.00 per warrant, or $7,000,000 in the aggregate, in a private placement at the Close Date (the “Private Placement”). The warrants are included in additional paid-in capital at the balance sheet. The Company intends to finance a Business Combination with a portion of proceeds from its Public Offering and Private Placement (see Note 3). At the Close Date, proceeds from the Public Offering of $250,000,000, net of underwriting discounts of $5,000,000, and $5,000,000 of the Private Placement proceeds, 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: As of September 21, 2016, the net proceeds from the Public Offering and a portion of the Private Placement Proceeds were deposited in the Trust Account. The Trust Account may be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government obligations. Because the investment of the proceeds will be restricted to these instruments, the Company expects to meet the requirements for the exemption provided in Rule 3a-1 In connection with the Extension Amendment (as defined below) on September 18, 2018, $39.15 million was released from the Trust Account to satisfy redemptions by public shareholders of approximately 3.8 million Public Shares (as defined below). As of September 30, 2018, funds in the trust account totaled $215,371,398 and were held in money market funds. Funds will remain in the Trust Account except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete its Business Combination by December 31, 2018 (or March 31, 2019 if all closing conditions contained in the Business Combination Agreement defined below (other than regulatory conditions, including, without limitation, those related to antitrust approval and the effectiveness of any related registration statement, and conditions that by their nature are to be satisfied at the closing of such business combination) have been satisfied or waived by December 31, 2018) (such period, as may be further extended, the “Business Combination Period”), or (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within the Business Combination Period, subject to applicable law. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, the “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account, net of any deferred underwriting commissions and taxes payable on interest earned, at the time of the Company signing a definitive agreement to proceed with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. On September 13, 2018, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Panavision Acquisition Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Panavision Acquisition Sub”), SIM Acquisition Sub, Inc., an Ontario corporation and direct wholly owned subsidiary of the Company (“SIM Acquisition Sub”), Panavision Inc., a Delaware corporation (“Panavision”), SIM Video International Inc., an Ontario corporation (“SIM”), and the other parties thereto. Pursuant to the Business Combination Agreement, among other things, the Company will domesticate as a Delaware corporation (the “Domestication”) and following the Domestication, (1) Panavision Acquisition Sub will merge with and into Panavision, the separate corporate existence of Panavision Acquisition Sub will cease and Panavision will be the surviving corporation and a wholly owned subsidiary of the Company and (2) SIM Acquisition Sub will purchase all of the issued and outstanding shares of capital stock of SIM and SIM will be an indirect, wholly owned subsidiary of the Company (the Domestication, the acquisition of Panavision and SIM and the other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Panavision/SIM Business Combination”), in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement. The Company intends to seek shareholder approval of the Panavision/SIM Business Combination at an extraordinary general meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Panavision/SIM Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Panavision/SIM Business Combination, including interest but less taxes payable. The Company will complete the Panavision/SIM Business Combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the Panavision/SIM Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the Panavision/SIM Business Combination, and instead may search for an alternate Business Combination. If the Company holds a shareholder vote in connection with a Business Combination, a public shareholder will have the right to redeem its Public Shares for an amount in cash equal to its pro rata share of 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 but less taxes payable. As a result, such Public Shares are recorded at their redemption amount and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) except for the portion of Public Shares required to maintain net tangible assets at least $5,000,001. That portion of Public Shares is classified as permanent shareholder’s equity. The Company is required to complete a Business Combination within the Business Combination Period. If the Company does not complete the Panavision/SIM Business Combination within the Business Combination Period, and is not able to complete another Business Combination within such period, it shall (i) cease all operations except for the purposes 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, net of taxes payable (less up to $50,000 of such net interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the public shareholders’ rights as owners of Class A ordinary shares (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 remaining shareholders and the Company’s board of directors, liquidate and dissolve, 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. The Initial Shareholders (as defined below) have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Business Combination Period. However, if the Initial Shareholders acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Business Combination Period. If the Company fails to complete a Business Combination within the Business Combination Period, the resulting redemption of the Company’s Class A ordinary shares will reduce the book value per share for the Founder Shares held by the Initial Shareholders, who would be the only remaining shareholders after such a redemption. If the Company completes the Panavision/SIM Business Combination or any other Business Combination within the Business Combination Period, the funds then on deposit in the Trust Account will be used to pay for such Business Combination, redemptions of Class A ordinary shares, if any, the deferred underwriting commission of $8,750,000 and accrued expenses related to the Company’s search for a Business Combination. Any funds remaining will be made available to the Company to provide working capital to finance the Company’s business operations. At September 30, 2018, we held cash of $254,275, current liabilities of $6,761,216 and deferred underwriting compensation of $8,750,000. Further, we expect to continue to incur significant expenses in connection with completing the Panavision/SIM Business Combination. Such expenses may be significant, and we expect some portion of these expenses to be paid upon consummation of a Business Combination. We may request additional loans from our Sponsor, affiliates of our Sponsor or certain of our executive officers and directors to fund our working capital requirements prior to completing a Business Combination. We may use working capital to repay such loans, but no proceeds from the Trust Account will be utilized for such repayment. In order to fund a portion of the cash consideration required to effect the Panavision/SIM Business Combination, among other things, the Company entered into debt commitment letters concurrently with the execution of the Business Combination Agreement, pursuant to which the lenders thereunder have committed to provide credit facilities up to an aggregate amount of $350.0 million pursuant to the terms and conditions of the debt commitment letters. In addition, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which the PIPE Investors have collectively subscribed for 5.5 million shares of common stock of the Company (following the Domestication) for an aggregate purchase price equal to $55.0 million (the “PIPE Investment”), $30.0 million of which will be funded by an affiliate of the Sponsor (the “Sponsor PIPE Entity”). The PIPE Investment will be consummated substantially concurrently with the closing of the Panavision/SIM Business Combination and proceeds therefrom will be used to fund a portion of the cash consideration required to effect the Business Combination and up to $25.0 million of redemptions of Public Shares. Additional funds could also be raised through additional private offerings of debt or equity. Our Sponsor, affiliates of our Sponsor, executive officers and directors are not obligated to make additional loans to us, and we may not be able to raise additional funds from unaffiliated parties. Considering these uncertainties, there is substantial doubt regarding our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at September 30, 2018 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for the full year or any future periods. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K 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. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions 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 values of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented on the balance sheet. Redeemable Ordinary Shares: All 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature as discussed in Note 1. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Class A ordinary shares in an amount that would cause its net tangible assets to fall below $5,000,001. On September 18, 2018, the Company held an Extraordinary General Meeting, pursuant to which, among other things, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association of the Company (the “Extension Amendment”) to extend the date by which the Company must (a) consummate a Business Combination, (b) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (c) redeem all of the Company’s issued and outstanding Class A ordinary shares included as part of the units sold in the Public Offering from September 21, 2018 to the end of the Business Combination Period. In connection with vote to approve the Extension Amendment, the holders of 3,842,224 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $39.15 million. At September 30, 2018, 19,511,708 of the Company’s remaining 21,157,776 Class A ordinary shares were classified outside of permanent equity at their redemption value. Net Income/(Loss) per Ordinary Share: The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class F ordinary shares. The Company’s public shareholders have the opportunity to redeem their shares upon the completion of the Business Combination at a per share price that is equal to the aggregate amount then on deposit in the Trust Account including interest, divided by the number of then issued and outstanding Public Shares, subject to certain limitations. Accordingly, the Company uses the two-class two-class Three Months Three Months Ended Nine Months Nine Months Class A Class F Class A Class F Class A Class F Class A Class F Revenue: Interest Income $ 1,121,940 $ — $ 510,478 $ — $ 2,800,930 $ — $ 1,056,744 $ — Operating expenses: Professional fees and other expenses $ 3,763,134 $ 949,317 $ 138,285 $ 34,542 $ 5,318,309 $ 1,332,696 $ 416,473 $ 104,085 Interest Expense: $ 3,237 $ 817 $ — $ — $ 5,603 $ 1,404 $ — $ — Numerator: Allocation of net income/(loss) $ (2,644,431 ) $ (950,134 ) $ 372,193 $ (34,542 ) $ (2,522,982 ) $ (1,334,100 ) $ 640,271 $ (104,085 ) Denominator: Weighted average ordinary shares outstanding 24,749,422 6,243,480 25,000,000 6,244,756 24,915,471 6,243,480 25,000,000 6,248,014 Basic and diluted net income/(loss) per share $ (0.11 ) $ (0.15) $ 0.01 $ (0.01) $ (0.10) $ (0.21) $ 0.03 $ (0.02 ) Use of Estimates: The preparation of the Company’s balance sheet in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Offering Costs: The Company complies with the requirements of ASC 340-10-S99-1 Income Taxes: The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, the Company has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares or other obligations of us or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to the Company shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Consequently, income taxes have not been reflected in the financial statements. Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Public Offering | Note 3—Public Offering In its Public Offering, the Company sold 25,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (each, a “Public Share”), and one half of one warrant (“Warrant”). Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Warrants may be exercised only for a whole number of Class A ordinary shares; no fractional shares will be issued upon exercise of the Warrants. Each Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months after the Close Date, and will expire after the earlier of five years after the completion of the initial Business Combination, or upon redemption or liquidation. Alternatively, if the Company does not complete a Business Combination within the Business Combination Period, the Warrants will expire worthless at the end of such period. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of Warrants issued in connection with the 25,000,000 Units during the exercise period, the Warrants will expire worthless, except to the extent that they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 (subject to adjustments) per share for any 20 trading days within the 30-trading The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $5,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. The Deferred Discount is recorded as deferred underwriter compensation at the Company’s balance sheet. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On April 11, 2016, the Company’s Sponsor purchased 5,750,000 Class F ordinary shares (“Founder Shares”) for $25,000, or approximately $0.004 per share. In August 2016, the Company repurchased 99,000 Founder Shares from the Sponsor at their original per share issuance price and subsequently issued such number of Founder Shares pursuant to the 2016 Share Award Plan of the Company (the “Plan”) for the same per share price to certain individuals who will assist in the evaluation of investment opportunities, including 10,000 Founder Shares to Adam Chesnoff, the Company’s Director, President and Chief Executive Officer, 8,000 Founder Shares to Niveen Tadros, the Company’s Executive Vice President and General Counsel, 6,000 Founder Shares to Fred Gluckman, the Company’s former Executive Vice President and Chief Financial Officer, and 4,000 Founder Shares to Philip Han, the Company’s Executive Vice President and Chief Investment Officer. In September 2016, the Company’s Sponsor transferred 30,000 Founder Shares to each of the Company’s independent director nominees at their original per share issue price (together with the Sponsor and the other individuals that received founder shares, the “Initial Shareholders”). On September 15, 2016, the Company effected a pro rata share capitalization resulting in an increase in the total number of Founder Shares issued and outstanding from 5,750,000 to 6,250,000 in order to maintain the ownership of Founder Shares by the Initial Shareholders at 20% of the Company’s issued and outstanding shares upon consummation of the Public Offering. Following the Public Offering and the pro rata share capitalization, the Sponsor held 6,044,570 Founder Shares, each of the Company’s three independent directors owned 32,610 Founder Shares, and the other individuals, including the Company’s executive officers, held 107,600 Founder Shares. On March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from the Company’s board of directors, the Company acquired 25,110 Founder Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, the Company re-issued The Founder Shares are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as public shareholders, except that: (i) the Founder Shares are subject to certain transfer restrictions; (ii) the Initial Shareholders have entered into a letter agreement with the Company, pursuant to which they have agreed (a) to waive their redemption rights with respect to their Founder Shares and the Public Shares in connection with the completion of a Business Combination and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Business Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within such time period; (iii) the Founder Shares are automatically convertible into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in the Company’s Amended and Restated Memorandum and Articles of Association; and (iv) the Founder Shares are subject to registration rights. If the Company submits a Business Combination to its public shareholders for a vote, the Initial Shareholders have agreed to vote their Founder Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination. Permitted transferees of the Initial Shareholders will be subject to the same obligations of the Initial Shareholders. Private Placement Warrants Simultaneously with the consummation of the Public Offering, the Sponsor purchased 7,000,000 warrants at a price of $1.00 per warrant, or $7,000,000 in the aggregate, in a Private Placement (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were placed in the Trust Account. The Private Placement Warrants may not be redeemed by the Company so long as they are held by the Sponsor. If any Private Placement Warrants are held by holders other than the Sponsor or certain permitted transferees, such Private Placement Warrants will be redeemable and exercisable by the holders on the same basis as the Warrants included in the Units sold under the Public Offering. The Sponsor has the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of the Business Combination. If the Company does not complete a Business Combination within the Business Combination Period, the proceeds of the sale of the Private Placement Warrants then on deposit in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Contribution Agreement In connection with the Business Combination Agreement, the Company and the Initial Shareholders intend to enter into a contribution and forfeiture agreement (the “Contribution Agreement”), pursuant to which, among other things, (i) the holders of Founder Shares will contribute an aggregate of 2,000,000 Founder Shares (as-converted Registration Rights Holders of the Founder Shares and Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans), have registration rights pursuant to a registration rights agreement signed on the Close Date requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities, Class A ordinary shares underlying the Private Placement Warrants and Class F ordinary shares. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed by the Company subsequent to its completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock up period, which occurs: (i) in the case of the Founder Shares, on the earlier of (A) one year after the completion of a Business Combination or (B) if, subsequent to a Business Combination, (x) the last reported sale price of the Class A ordinary 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, or (y) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. At the closing of the Panavision/SIM Business Combination, the Company will enter into an amended and restated registration rights agreement with the Initial Shareholders, the Sponsor PIPE Entity and certain other equityholders of Panavision. Pursuant to the amended and restated registration rights agreement, the Company will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain common stock and other equity securities of the Company that are held by the parties thereto from time to time. Additionally, the Sponsor and the Sponsor PIPE Entity will together be entitled to three demand registrations each fiscal year and the Panavision Requesting Stockholders (as defined therein) will collectively be entitled to three demand registrations each fiscal year, in each case, subject to certain offering thresholds. The amended and restated registration rights agreement will also include customary piggy-back rights, subject to cooperation and cut-back PIPE Investment Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements with the PIPE Investors, pursuant to which the PIPE Investors have collectively subscribed for 5.5 million shares of common stock of the Company (following the Domestication) for an aggregate purchase price equal to $55.0 million, $30.0 million of which will be funded by the Sponsor PIPE Entity, an affiliate of the Sponsor. The PIPE Investment will be consummated substantially concurrently with the closing of the Panavision/SIM Business Combination and proceeds therefrom will be used to fund a portion of the cash consideration required to effect the Business Combination and up to $25.0 million of redemptions of Public Shares. The PIPE Investment is conditioned upon the satisfaction or waiver of conditions precedent to the closing of the Business Combination and other customary conditions. Related Party Notes Between Inception and the Close Date, the Sponsor loaned the Company $250,000 in unsecured promissory notes. The funds were used to pay up-front On March 12, 2018, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”), pursuant to which the Company may borrow up to $1,000,000 from the Sponsor from time to time. The Sponsor Convertible Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on the Maturity Date (as defined below). The Sponsor will have the option to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,000,000 in the aggregate, into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant. The terms of such warrants will be identical to the Private Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. In connection with the Business Combination Agreement, the Sponsor has agreed to forfeit for no consideration any other rights to obtain the warrants issuable upon conversion of the Sponsor Convertible Note. Under the Sponsor Convertible Note, the Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by the Company’s board of directors and its audit committee on March 12, 2018. Executed on March 12, 2018, $500,000 was drawn under the Sponsor Convertible Note on March 20, 2018 and the remaining $500,000 was drawn under the Sponsor Convertible Note on August 2, 2018. On September 26, 2018, the Company issued an unsecured promissory note (the “Sponsor Note”) pursuant to which the Company may borrow up to $1.5 million from Sponsor. The Sponsor Note bears interest at a rate of 2.51% per annum and all unpaid principal under the Sponsor Note including accrued interest thereon will be due and payable in full on the earliest of (i) March 31, 2019, (ii) the effective date of an initial business combination, and (iii) the termination, for any reason, of the Business Combination Agreement (such earliest date, the “Maturity Date”), unless accelerated upon the occurrence of customary events of default. Under the Sponsor Note, Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the trust account established in connection with the Public Offering, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the trust account. The issuance of the Sponsor Note was approved by the Company’s board of directors and its audit committee on September 13, 2018. Executed on September 26, 2018, $500,000 was drawn under the Sponsor Note on October 5, 2018. Additionally, on September 21, 2018, the Company and the Sponsor amended the maturity date of the Sponsor Convertible Note. Pursuant to such amendment, all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on the Maturity Date, unless accelerated upon the occurrence of customary events of default. Due to Related Party Saban Capital Group, Inc. is an affiliate of the Sponsor which advanced various costs on behalf of the Company. Total related party advances amounted to $23,730 for the period January 1, 2018 through September 30, 2018 and were reported as general and administrative expenses. As of September 30, 2018, the amount due to related party was $107,772. Total related party advances amounted to $28,133 and the amount due was $0 for the period January 1, 2017 through September 30, 2017, and were reported as general and administrative expenses. These amounts do not include amounts owed under the Sponsor Convertible Note or the Sponsor Note. Administrative Service Agreement Effective September 15, 2016, the Company entered into an agreement to pay monthly expenses of $10,000 for office space, administrative services and support services to an affiliate of the Company’s Sponsor. The agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company. For the three months and nine months ended September 30, 2018, the Company incurred expenses of $30,000 and $90,000, respectively, under this agreement. For the three months and nine months ended September 30, 2017, the Company incurred expenses of $30,000 and $90,000, respectively, under this agreement. Other Related Party Transactions The Company’s Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to its Sponsor, officers, directors or the Company’s or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket As described above under Related Party Notes, on March 12, 2018, the Company issued the Sponsor Convertible Note, pursuant to which it may borrow up to $1,000,000 from the Sponsor, from time to time, and on September 26, 2018, the Company issued the Sponsor Note, pursuant to which it may borrow up to $1,500,000 from the Sponsor, from time to time. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company additional funds as may be required. If the Company completes a Business Combination, it would repay such loaned amounts. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. The terms of such additional loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such additional loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. The Company is not prohibited from pursuing a Business Combination with a company that is affiliated with its Sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with its Sponsor, officers or directors. In the event the Company seeks to complete a Business Combination with a target that is affiliated with its Sponsor, officers or directors, the Company, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of Financial Industry Regulatory Authority or from an independent accounting firm, that such an initial Business Combination is fair to the Company from a financial point of view. The Company is not required to obtain an opinion with respect to the fairness of the Business Combination in any other context. After the Business Combination, directors or members of the Company’s management team who remain with the Company may be paid consulting, management or other compensation from the combined company. All of this compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to the Company’s shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination |
Investments Held in Trust Accou
Investments Held in Trust Account | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Investments Held in Trust Account | Note 5—Investments Held in Trust Account Gross proceeds of $250,000,000 and $5,000,000 from the Public Offering and Private Placement, respectively, less underwriting discounts of $5,000,000 were placed in the Trust Account at the Close Date. In connection with the Extension Amendment, $39.15 million was released from the Trust Account to satisfy redemptions by public shareholders of approximately 3.8 million Public Shares. At September 30, 2018, funds in the Trust Account totaled $215,371,398 and were held in money market funds. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Underwriting Compensation | Note 6—Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within the Business Combination Period. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each held on all matters to be voted on by shareholders. On September 18, 2018, we held an Extraordinary General Meeting, pursuant to which, among other things, our shareholders approved the Extension Amendment. In connection with vote to approve the Extension Amendment, the holders of 3,842,224 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $39.15 million. At September 30, 2018, there were 21,157,776 Class A ordinary shares issued and outstanding (Public Shares), of which 19,511,708 shares were subject to possible redemption and are classified outside of shareholders’ equity on the balance sheet. Class F Ordinary Shares The Company is authorized to issue 20,000,000 Class F ordinary shares. Holders of the Company’s Class F ordinary shares are entitled to one vote for each ordinary share. Class F ordinary shares will automatically convert to Class A ordinary shares at the time of a Business Combination, initially on a one-for-one On June 26, 2017, the Company entered into agreements to repurchase 6,520 Class F ordinary shares at the initial purchase price, for the total sum of $24, from two individuals no longer providing services to the Company. The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Class F ordinary shares to 6,243,480. At September 30, 2018, there were 6,243,480 Class F ordinary shares issued and outstanding. In connection with the Business Combination Agreement, the Sponsor and the holders of Founder Shares intend to enter into an agreement pursuant to which an aggregate of 2,000,000 Founder Shares (as-converted Preferred Shares The Company is authorized to issue 5,000,000 preferred shares. The Company’s board of directors has the authority to determine the voting rights, if any, designations, powers, preferences, and the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the preferred shares of each series. The board of directors may, 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 Public Shares, and which could have anti-takeover effects. At September 30, 2018, there were no preferred shares issued and outstanding. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 8—Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured non-financial 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 indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilized quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize date points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Description September 30, 2018 Quoted Prices significant Significant December 31, 2017 Investments and cash held in Trust Account $ 215,371,398 $ 215,371,398 — — $ 251,721,796 Total $ 215,371,398 $ 215,371,398 — — $ 251,721,796 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events On October 5, 2018, $500,000 of the $1,500,000 available under the Sponsor Note executed on September 26, 2018 was drawn. On October 23, 2018, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Listing Rule 5550(a)(3) (the “Rule”), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Notice states that, under Nasdaq rules, the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. The Company intends to submit a plan to regain compliance with the Rule within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. If Nasdaq delists any of the Company’s securities from trading on its exchange and the Company is not able to list such securities on another national securities exchange, the Company expects such securities could be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including: • a limited availability of market quotations for the Company’s securities; • reduced liquidity for the Company’s securities; • a determination that the Company’s Class A ordinary shares are a “penny stock” which will require brokers trading in the Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities; • a limited amount of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future. Other than the foregoing management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no other items which require adjustment or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at September 30, 2018 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for the full year or any future periods. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K |
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. |
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 financial institutions 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 values of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented on the balance sheet. |
Redeemable Ordinary Shares | Redeemable Ordinary Shares: All 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature as discussed in Note 1. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Class A ordinary shares in an amount that would cause its net tangible assets to fall below $5,000,001. On September 18, 2018, the Company held an Extraordinary General Meeting, pursuant to which, among other things, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association of the Company (the “Extension Amendment”) to extend the date by which the Company must (a) consummate a Business Combination, (b) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (c) redeem all of the Company’s issued and outstanding Class A ordinary shares included as part of the units sold in the Public Offering from September 21, 2018 to the end of the Business Combination Period. In connection with vote to approve the Extension Amendment, the holders of 3,842,224 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $39.15 million. At September 30, 2018, 19,511,708 of the Company’s remaining 21,157,776 Class A ordinary shares were classified outside of permanent equity at their redemption value. |
Net Income/(Loss) per Ordinary Share | Net Income/(Loss) per Ordinary Share: The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class F ordinary shares. The Company’s public shareholders have the opportunity to redeem their shares upon the completion of the Business Combination at a per share price that is equal to the aggregate amount then on deposit in the Trust Account including interest, divided by the number of then issued and outstanding Public Shares, subject to certain limitations. Accordingly, the Company uses the two-class two-class Three Months Three Months Ended Nine Months Nine Months Class A Class F Class A Class F Class A Class F Class A Class F Revenue: Interest Income $ 1,121,940 $ — $ 510,478 $ — $ 2,800,930 $ — $ 1,056,744 $ — Operating expenses: Professional fees and other expenses $ 3,763,134 $ 949,317 $ 138,285 $ 34,542 $ 5,318,309 $ 1,332,696 $ 416,473 $ 104,085 Interest Expense: $ 3,237 $ 817 $ — $ — $ 5,603 $ 1,404 $ — $ — Numerator: Allocation of net income/(loss) $ (2,644,431 ) $ (950,134 ) $ 372,193 $ (34,542 ) $ (2,522,982 ) $ (1,334,100 ) $ 640,271 $ (104,085 ) Denominator: Weighted average ordinary shares outstanding 24,749,422 6,243,480 25,000,000 6,244,756 24,915,471 6,243,480 25,000,000 6,248,014 Basic and diluted net income/(loss) per share $ (0.11 ) $ (0.15) $ 0.01 $ (0.01) $ (0.10) $ (0.21) $ 0.03 $ (0.02 ) |
Use of Estimates | Use of Estimates: The preparation of the Company’s balance sheet in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Offering Costs | Offering Costs: The Company complies with the requirements of ASC 340-10-S99-1 |
Income Taxes | Income Taxes: The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, the Company has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares or other obligations of us or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to the Company shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Consequently, income taxes have not been reflected in the financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Net Income Per Share | The table below presents for the periods indicated a reconciliation of the numerators and denominators used to compute basic and diluted net income/(loss) per share for each class of the ordinary shares: Three Months Three Months Ended Nine Months Nine Months Class A Class F Class A Class F Class A Class F Class A Class F Revenue: Interest Income $ 1,121,940 $ — $ 510,478 $ — $ 2,800,930 $ — $ 1,056,744 $ — Operating expenses: Professional fees and other expenses $ 3,763,134 $ 949,317 $ 138,285 $ 34,542 $ 5,318,309 $ 1,332,696 $ 416,473 $ 104,085 Interest Expense: $ 3,237 $ 817 $ — $ — $ 5,603 $ 1,404 $ — $ — Numerator: Allocation of net income/(loss) $ (2,644,431 ) $ (950,134 ) $ 372,193 $ (34,542 ) $ (2,522,982 ) $ (1,334,100 ) $ 640,271 $ (104,085 ) Denominator: Weighted average ordinary shares outstanding 24,749,422 6,243,480 25,000,000 6,244,756 24,915,471 6,243,480 25,000,000 6,248,014 Basic and diluted net income/(loss) per share $ (0.11 ) $ (0.15) $ 0.01 $ (0.01) $ (0.10) $ (0.21) $ 0.03 $ (0.02 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | 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 indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilized quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize date points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Description September 30, 2018 Quoted Prices significant Significant December 31, 2017 Investments and cash held in Trust Account $ 215,371,398 $ 215,371,398 — — $ 251,721,796 Total $ 215,371,398 $ 215,371,398 — — $ 251,721,796 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Sep. 18, 2018 | Sep. 21, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization And Business Operations [Line Items] | |||||
Sale of Private Placement warrants, price per warrant | $ 1 | ||||
Proceeds from initial public offering | $ 250,000,000 | ||||
Payment of underwriters discounts | $ 5,000,000 | $ 5,000,000 | |||
Withdrawal from Trust Account upon redemptions | $ 39,151,329 | 39,151,329 | |||
Investments held in Trust Account | $ 215,371,398 | $ 251,721,796 | |||
Percentage of public shares required to repurchase if business combination is not completed within specified period | 100.00% | ||||
Percentage of fair market value to that of balance in the trust account | 80.00% | ||||
Minimum net tangible assets | $ 5,000,001 | ||||
Cash | 254,275 | 201,002 | |||
Current liabilities | 6,761,216 | 110,258 | |||
Deferred underwriting commission | 8,750,000 | $ 8,750,000 | |||
Line of credit contingent upon closing of business combination | $ 350,000,000 | ||||
Common stock, shares, subscribed but unissued | 5,500,000 | ||||
Class A Ordinary Shares [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Warrants outstanding | 19,500,000 | ||||
Stock redeemed or called during period | 3,842,224 | ||||
Class A Ordinary Shares [Member] | IPO [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Number of shares in each unit | 1 | ||||
Number of warrants in each unit | 0.5 | ||||
Maximum [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Net interest to pay dissolution expenses | $ 50,000 | ||||
Money Market Funds [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Withdrawal from Trust Account upon redemptions | $ 39,151,329 | ||||
Stock redeemed or called during period | 3,842,224 | ||||
Investments held in Trust Account | $ 215,371,398 | ||||
Sponsor [Member] | Private Placement [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Warrants outstanding | 7,000,000 | 7,000,000 | |||
Sale of Private Placement warrants, price per warrant | $ 1 | $ 1 | |||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 7,000,000 | $ 7,000,000 | |||
PIPE Investors [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Common stock, value, subscribed but unissued | 55,000,000 | ||||
Sponsor PIPE Entity [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Common stock, value, subscribed but unissued | 30,000,000 | ||||
Business Combinations [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Common stock, value, subscribed but unissued | $ 25,000,000 | ||||
Continental Stock Transfer and Trust Company [Member] | |||||
Organization And Business Operations [Line Items] | |||||
Proceeds from private placement | $ 5,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 18, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)Class_of_Stockshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2017shares | Jul. 31, 2017shares | Dec. 31, 2015shares |
Summary Of Significant Accounting Policy [Line Items] | ||||||
Federal depository insurance coverage | $ | $ 250,000 | |||||
Minimum net tangible assets | $ | $ 5,000,001 | |||||
Shares subject to possible redemption | 19,511,708 | 23,812,549 | ||||
Common stock remaining shares | 6,243,480 | 0 | ||||
Number of classes of ordinary shares | Class_of_Stock | 2 | |||||
Offering costs | $ | $ 802,818 | |||||
Income tax expense | $ | $ 0 | |||||
Cayman Islands [Member] | ||||||
Summary Of Significant Accounting Policy [Line Items] | ||||||
Income tax holiday term | 20 years | |||||
Income taxes payable | $ | $ 0 | |||||
IPO [Member] | ||||||
Summary Of Significant Accounting Policy [Line Items] | ||||||
Offering costs | $ | 802,818 | |||||
Underwriter discounts | $ | $ 13,750,000 | |||||
Class A Ordinary Shares [Member] | ||||||
Summary Of Significant Accounting Policy [Line Items] | ||||||
Common stock shares issued | 25,000,000 | |||||
Shares subject to possible redemption | 19,511,708 | 23,721,053 | 23,812,549 | |||
Common stock remaining shares | 1,646,068 | 1,278,947 | 1,187,451 | |||
Warrants to purchase Class A ordinary shares outstanding | 19,500,000 | |||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||
Summary Of Significant Accounting Policy [Line Items] | ||||||
Common stock shares issued | 25,000,000 | |||||
Redemption amount | $ | $ 39,150,000 | |||||
Shares exercised during period | 3,842,224 | |||||
Redemption price per share | $ / shares | $ 10.19 | |||||
Shares subject to possible redemption | 19,511,708 | |||||
Common stock remaining shares | 21,157,776 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | ||||||
Interest Income | $ 1,121,940 | $ 510,478 | $ 2,800,930 | $ 1,056,744 | ||
Operating expenses: | ||||||
Professional fees and other expenses | 4,712,451 | 172,827 | 6,651,005 | 520,558 | ||
Interest Expense: | 4,054 | 7,007 | ||||
Numerator: | ||||||
Net income/(loss) attributable to ordinary shares | (3,594,565) | 337,651 | (3,857,082) | 536,186 | $ 914,982 | $ (261,653) |
Class A Ordinary Shares [Member] | ||||||
Revenue: | ||||||
Interest Income | 1,121,940 | 510,478 | 2,800,930 | 1,056,744 | ||
Operating expenses: | ||||||
Professional fees and other expenses | 3,763,134 | 138,285 | 5,318,309 | 416,473 | ||
Interest Expense: | 3,237 | 5,603 | ||||
Numerator: | ||||||
Net income/(loss) attributable to ordinary shares | $ (2,644,431) | $ 372,193 | $ (2,522,982) | $ 640,271 | ||
Denominator: | ||||||
Weighted average ordinary shares outstanding | 24,749,422 | 25,000,000 | 24,915,471 | 25,000,000 | ||
Basic and diluted net income/(loss) per share | $ (0.11) | $ 0.01 | $ (0.10) | $ 0.03 | ||
Class F Ordinary Shares [Member] | ||||||
Operating expenses: | ||||||
Professional fees and other expenses | $ 949,317 | $ 34,542 | $ 1,332,696 | $ 104,085 | ||
Interest Expense: | 817 | 1,404 | ||||
Numerator: | ||||||
Net income/(loss) attributable to ordinary shares | $ (950,134) | $ (34,542) | $ (1,334,100) | $ (104,085) | ||
Denominator: | ||||||
Weighted average ordinary shares outstanding | 6,243,480 | 6,244,756 | 6,243,480 | 6,248,014 | ||
Basic and diluted net income/(loss) per share | $ (0.15) | $ (0.01) | $ (0.21) | $ (0.02) |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | Sep. 21, 2016 | Sep. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Share unit price per share | $ 10 | |||
Percentage of underwriting commission on gross proceeds | 2.00% | |||
Payment of underwriters discounts | $ 5,000,000 | $ 5,000,000 | ||
Additional fee payable on gross proceed | $ 8,750,000 | $ 8,750,000 | ||
Percentage of additional fee payable on gross proceed | 3.50% | |||
Class A Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of units | 25,000,000 | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Share unit price per share | $ 10 | |||
IPO [Member] | Class A Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of units | 25,000,000 | |||
Share unit price per share | $ 10 | |||
Number of shares in each unit | 1 | |||
Ordinary shares, par value | $ 0.0001 | |||
Number of warrants in each unit | 0.5 | |||
Warrant exercise price per share | $ 11.50 | |||
Warrant exercisable, term | 30 days | |||
Warrant expiration, term | 5 years | |||
Period from closing of Public Offering for exercise of warrants | 12 months | |||
Warrant redemption price per share | $ 0.01 | |||
Warrant redemption stock price trigger | $ 18 | |||
Warrant redemption threshold trading days | 20 days | |||
Warrant redemption threshold consecutive trading days | 30 days | |||
Warrant registration period | 15 days | |||
IPO [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant redemption period | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jul. 31, 2017shares | Jun. 26, 2017USD ($)Individualshares | Mar. 16, 2017shares | Sep. 21, 2016USD ($)$ / sharesshares | Sep. 15, 2016USD ($)shares | Apr. 11, 2016USD ($)$ / sharesshares | Sep. 30, 2016shares | Aug. 31, 2016shares | Sep. 30, 2018USD ($)Directors$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Directors$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 05, 2018USD ($) | Sep. 26, 2018USD ($) | Aug. 02, 2018USD ($) | Mar. 20, 2018USD ($) | Mar. 12, 2018USD ($)$ / shares | Dec. 31, 2015shares |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock issued during period, value, new issues | $ | $ 250,000,000 | ||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 10 | $ 10 | |||||||||||||||||||
Stock repurchased during period, shares | 6,520 | 99,000 | |||||||||||||||||||
Founder shares transferred | 30,000 | ||||||||||||||||||||
Founder shares outstanding | 6,250,000 | ||||||||||||||||||||
Stock repurchased during period, value | $ | $ 24 | $ 24 | |||||||||||||||||||
Number of individuals | Individual | 2 | ||||||||||||||||||||
Ordinary shares, issued | 6,243,480 | ||||||||||||||||||||
Ordinary shares, outstanding | 6,243,480 | 0 | |||||||||||||||||||
Description of founder shares rights | (i) the Founder Shares are subject to certain transfer restrictions; (ii) the Initial Shareholders have entered into a letter agreement with the Company, pursuant to which they have agreed (a) to waive their redemption rights with respect to their Founder Shares and the Public Shares in connection with the completion of a Business Combination and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within such time period; (iii) the Founder Shares are automatically convertible into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in the Company’s Articles; and (iv) the Founder Shares are subject to registration rights. | ||||||||||||||||||||
Warrants price per share | $ / shares | $ 1 | $ 1 | |||||||||||||||||||
Period from completion of the business combination private placement warrants be transferred, assigned or sold | 30 days | ||||||||||||||||||||
Shares to be contributed by Founders, subject to closing of Business Combination | 2,000,000 | ||||||||||||||||||||
Founders shares subject to vesting, subject to closing of Business Combination | 3,250,000 | ||||||||||||||||||||
Description of registration rights | (i) in the case of the Founder Shares, on the earlier of (A) one year after the completion of a Business Combination or (B) if, subsequent to a Business Combination, (x) the last reported sale price of the Class A ordinary 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, or (y) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of a Business Combination. | ||||||||||||||||||||
Common stock, shares, subscribed but unissued | 5,500,000 | 5,500,000 | |||||||||||||||||||
Redemptions of public shares | $ | $ 25,000,000 | ||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 350,000,000 | 350,000,000 | |||||||||||||||||||
Amount due to related party | $ | $ 107,772 | 107,772 | $ 3,502 | ||||||||||||||||||
Pipe Entity [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Aggregate purchase price of common stock | $ | 55,000,000 | ||||||||||||||||||||
Sponsor PIPE Entity [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Aggregate purchase price of common stock | $ | $ 30,000,000 | ||||||||||||||||||||
Sponsor Convertible Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 1.96% | ||||||||||||||||||||
Convertible note, outstanding | $ | $ 500,000 | $ 500,000 | |||||||||||||||||||
Maximum [Member] | Sponsor Convertible Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Borrowings | $ | $ 1,000,000 | ||||||||||||||||||||
Adam Chesnoff [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued to director on appointment | 10,000 | ||||||||||||||||||||
Niveen Tadros [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued to director on appointment | 8,000 | ||||||||||||||||||||
Fred Gluckman [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued to director on appointment | 6,000 | ||||||||||||||||||||
Philip Han [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued to director on appointment | 4,000 | ||||||||||||||||||||
Independent Directors [Member] | Founder Shares [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares held | 32,610 | ||||||||||||||||||||
Number of directors | Directors | 3 | 3 | |||||||||||||||||||
Bruce Rosenblum [Member] | Founder Shares [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock repurchased during period, shares | 25,110 | ||||||||||||||||||||
Casey Wasserman [Member] | Founder Shares [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued to director on appointment | 25,110 | ||||||||||||||||||||
Number of additional shares issued to director on appointment | 7,500 | ||||||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 2.51% | ||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 1,500,000 | ||||||||||||||||||||
Sponsor Convertible Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 1,500,000 | $ 1,000,000 | |||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Proceeds of notes payable from Sponsor | $ | $ 250,000 | ||||||||||||||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares held | 6,037,070 | 6,044,570 | |||||||||||||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrants outstanding | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||||||||||
Warrants price per share | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ | $ 7,000,000 | $ 7,000,000 | |||||||||||||||||||
Initial Stockholders [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of shares held by related party | 20.00% | ||||||||||||||||||||
Other Individuals Including Executive Officers [Member] | Maximum [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares held | 107,600 | ||||||||||||||||||||
Other Individuals Including Executive Officers [Member] | Minimum [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares held | 101,080 | ||||||||||||||||||||
Other Individuals Including Executive Officers [Member] | Founder Shares [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares held | 107,600 | ||||||||||||||||||||
Affiliate of Sponsor [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Monthly expense for office space, administrative services and support services to an affiliate | $ | $ 10,000 | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | ||||||||||||||||
Saban Capital Group, Inc. [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Total related party advances | $ | 23,730 | 28,133 | |||||||||||||||||||
Amount due to related party | $ | $ 107,772 | $ 0 | $ 107,772 | $ 0 | |||||||||||||||||
Class F Ordinary Shares [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock repurchased during period, shares | 6,520 | 6,520 | |||||||||||||||||||
Stock repurchased during period, value | $ | $ 24 | $ 1 | |||||||||||||||||||
Ordinary shares, issued | 6,243,480 | 6,243,480 | 6,243,480 | 6,243,480 | |||||||||||||||||
Ordinary shares, outstanding | 6,243,480 | 6,243,480 | 6,243,480 | 6,250,000 | 6,243,480 | 6,250,000 | |||||||||||||||
Class F Ordinary Shares [Member] | Sponsor [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued to director on appointment | 5,750,000 | ||||||||||||||||||||
Stock issued during period, value, new issues | $ | $ 25,000 | ||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.004 | $ 0.004 | $ 0.004 | ||||||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued to director on appointment | 25,000,000 | ||||||||||||||||||||
Stock issued during period, value, new issues | $ | $ 2,500 | ||||||||||||||||||||
Ordinary shares, issued | 1,646,068 | 1,646,068 | 1,187,451 | ||||||||||||||||||
Ordinary shares, outstanding | 1,646,068 | 1,646,068 | 1,278,947 | 1,187,451 | 1,278,947 | ||||||||||||||||
Warrants outstanding | 19,500,000 | 19,500,000 | |||||||||||||||||||
Class A Ordinary Shares [Member] | Sponsor Convertible Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 11.50 | ||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 1 | ||||||||||||||||||||
Class A Ordinary Shares [Member] | Maximum [Member] | Sponsor Convertible Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Convertible debt amount | $ | $ 1,000,000 | ||||||||||||||||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares per warrant entitled for purchase | 1 | 1 | |||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 11.50 | $ 11.50 | |||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Convertible note, outstanding | $ | $ 500,000 | ||||||||||||||||||||
Subsequent Event [Member] | Sponsor Convertible Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Convertible note, outstanding | $ | $ 500,000 |
Investments Held in Trust Acc_2
Investments Held in Trust Account - Additional Information (Detail) - USD ($) | Sep. 18, 2018 | Sep. 21, 2016 | Sep. 30, 2018 |
Cash and Cash Equivalents [Line Items] | |||
Gross proceeds from public offering | $ 250,000,000 | ||
Payment of underwriters discounts | 5,000,000 | $ 5,000,000 | |
Withdrawal from Trust Account upon redemptions | $ 39,151,329 | 39,151,329 | |
Money Market Funds [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Funds held in Trust Account | $ 215,371,398 | ||
Withdrawal from Trust Account upon redemptions | $ 39,151,329 | ||
Stock redeemed, shares | 3,842,224 | ||
Continental Stock Transfer and Trust Company [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Gross proceeds from private placement | $ 5,000,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred underwriting discount payable | 3.50% |
Deferred underwriting compensation | $ 8,750,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Sep. 18, 2018 | Jun. 26, 2017 | Aug. 31, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||||||||
Shares subject to possible redemption | 19,511,708 | 23,812,549 | ||||||
Common stock conversion basis | Class F ordinary shares will automatically convert to Class A ordinary shares at the time of a Business Combination, initially on a one-for-one basis, subject to certain adjustments. | |||||||
Common stock conversion basis ratio | 100.00% | |||||||
Stock repurchased during period, shares | 6,520 | 99,000 | ||||||
Stock repurchased during period, value | $ 24 | $ 24 | ||||||
Ordinary shares, issued | 6,243,480 | |||||||
Ordinary shares, outstanding | 6,243,480 | 0 | ||||||
Shares to be contributed by Founders, subject to closing of Business Combination | 2,000,000 | |||||||
Founders shares subject to vesting, subject to closing of Business Combination | 3,250,000 | |||||||
Preferred shares, authorized | 5,000,000 | 5,000,000 | ||||||
Preferred shares, issued | 0 | 0 | ||||||
Preferred shares, outstanding | 0 | 0 | ||||||
Class F Ordinary Shares [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | ||||||
Common stock voting rights | One vote for each ordinary share. | |||||||
Stock repurchased during period, shares | 6,520 | 6,520 | ||||||
Stock repurchased during period, value | $ 24 | $ 1 | ||||||
Ordinary shares, issued | 6,243,480 | 6,243,480 | 6,243,480 | |||||
Ordinary shares, outstanding | 6,243,480 | 6,243,480 | 6,243,480 | 6,250,000 | ||||
Class A Ordinary Shares [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | ||||||
Common stock voting rights | One vote for each held on all matters to be voted on by shareholders. | |||||||
Stock redeemed, value | $ 39,150,000 | |||||||
Stock redeemed, shares | 3,842,224 | |||||||
Temporary equity, redemption price per share | $ 10.19 | $ 10 | $ 10 | $ 10 | ||||
Ordinary shares, including shares subject to redemption, issued | 21,157,776 | |||||||
Ordinary shares, including shares subject to redemption, outstanding | 21,157,776 | |||||||
Shares subject to possible redemption | 19,511,708 | 23,812,549 | 23,721,053 | |||||
Ordinary shares, issued | 1,646,068 | 1,187,451 | ||||||
Ordinary shares, outstanding | 1,646,068 | 1,187,451 | 1,278,947 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments and cash held in Trust Account | $ 215,371,398 | $ 251,721,796 |
Fair Value on Recurring Basis [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments and cash held in Trust Account | 215,371,398 | 251,721,796 |
Total | 215,371,398 | $ 251,721,796 |
Fair Value on Recurring Basis [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments and cash held in Trust Account | 215,371,398 | |
Total | $ 215,371,398 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Oct. 23, 2018 | Oct. 05, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 26, 2018USD ($) | Mar. 12, 2018USD ($) |
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 350,000,000 | ||||
Sponsor Convertible Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 1,500,000 | $ 1,000,000 | |||
Subsequent Event [Member] | Nasdaq Stock Market LLC [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shareholders required for continued listing on stock exchange | 300 | ||||
Subsequent Event [Member] | Sponsor Convertible Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible note, outstanding | $ 500,000 |