Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Nov. 09, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MMDMU | |
Entity Registrant Name | Modern Media Acquisition Corp. | |
Entity Central Index Key | 1,695,098 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 25,875,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 | |
Current Assets | |||
Cash | $ 840,275 | $ 30,005 | |
Prepaid and other current assets | 55,892 | ||
Total Current Assets | 896,167 | 30,005 | |
Cash and marketable securities held in Trust Account | 209,550,060 | ||
Deferred offering costs | 210,946 | ||
Total Assets | 210,446,227 | 240,951 | |
Current Liabilities | |||
Accounts payable and accrued expenses | 180,246 | ||
Income taxes payable | 129,220 | ||
Accrued offering costs | 69,000 | ||
Promissory note - related party | 150,000 | ||
Total Current Liabilities | 309,466 | 219,000 | |
Deferred underwriting fees | 7,785,000 | ||
Deferred legal fees payable | 300,000 | ||
Total Liabilities | 8,394,466 | 219,000 | |
Commitments and Contingencies (See note 6) | |||
Common stock subject to possible redemption, $0.0001 par value; 19,510,075 and -0- shares at redemption value of $10.10 as of September 30, 2017 and March 31, 2017, respectively | 197,051,757 | ||
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued or outstanding | |||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,364,925 and 5,175,000 shares issued and outstanding (excluding 19,510,075 and -0- shares subject to possible redemption) as of September 30, 2017 and March 31, 2017, respectively | 637 | 518 | |
Additional paid-in capital | 4,983,335 | 24,482 | |
Retained earnings (accumulated deficit) | 16,032 | (3,049) | |
Total Stockholders' Equity | 5,000,004 | 21,951 | [1] |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 210,446,227 | $ 240,951 | |
[1] | Gives effect to the May 11, 2017 stock dividend of approximately 0.20475 shares of common stock for each share then held, as well as related share forfeitures. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares issued | 19,510,075 | 0 |
Common stock subject to possible redemption, shares outstanding | 19,510,075 | 0 |
Common stock subject to possible redemption, redemption value per share | $ 10.10 | $ 10.10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,364,925 | 5,175,000 |
Common stock, shares outstanding | 6,364,925 | 5,175,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 173,653 | $ 302 | $ 331,759 | $ 599 | |
Loss from operations | (173,653) | (302) | (331,759) | (599) | |
Interest income | 429,200 | 480,060 | |||
Income (loss) before provision for income taxes | 255,547 | (302) | 148,301 | (599) | |
Provision for income taxes | (129,220) | (129,220) | |||
Net Income (Loss) | $ 126,327 | $ (302) | $ 19,081 | $ (599) | |
Weighted average shares outstanding: | |||||
Basic | [1] | 6,377,433 | 5,175,000 | 6,064,176 | 5,175,000 |
Diluted | [1] | 25,875,000 | 5,175,000 | 20,643,132 | 5,175,000 |
Basic and diluted net income (loss) per common share: | |||||
Basic | $ 0.02 | $ 0 | $ 0 | $ 0 | |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] | Gives effect to the May 11, 2017 stock dividend of approximately 0.20475 shares of common stock for each share then held, as well as related share forfeitures. |
Condensed Statements of Operat5
Condensed Statements of Operations (Unaudited) (Parenthetical) | 6 Months Ended |
Sep. 30, 2017 | |
Income Statement [Abstract] | |
Dividends declared and paid | 20.475% |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Sep. 30, 2017 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings Accumulated Deficit [Member] | |
Beginning balance at Mar. 31, 2017 | [1] | $ 21,951 | $ 518 | $ 24,482 | $ (3,049) |
Beginning balance, shares at Mar. 31, 2017 | [1] | 5,175,000 | |||
Sale of 20,700,000 Units, net of underwriting discount and offering expenses of $12,309,271 | 194,690,729 | $ 2,070 | 194,688,659 | ||
Sale of 20,700,000 Units, net of underwriting discount and offering expenses, Shares | 20,700,000 | ||||
Sale of 7,320,000 Private Placement Warrants | $ 7,320,000 | 7,320,000 | |||
Sale of 7,320,000 Private Placement Warrants, Shares | 7,320,000 | ||||
Common stock subject to redemption | $ (197,051,757) | $ (1,951) | (197,049,806) | ||
Common stock subject to redemption, Shares | (19,510,075) | ||||
Net Income (Loss) | 19,081 | 19,081 | |||
Ending balance at Sep. 30, 2017 | $ 5,000,004 | $ 637 | $ 4,983,335 | $ 16,032 | |
Ending balance, Shares at Sep. 30, 2017 | 6,364,925 | ||||
[1] | Gives effect to the May 11, 2017 stock dividend of approximately 0.20475 shares of common stock for each share then held, as well as related share forfeitures. |
Condensed Statement of Changes7
Condensed Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | 6 Months Ended |
Sep. 30, 2017USD ($)shares | |
Statement of Stockholders' Equity [Abstract] | |
Underwriting discount and offering expenses | $ | $ 12,309,271 |
Sale of units, shares | 20,700,000 |
Sale of Private Placement Warrants, Shares | 7,320,000 |
Dividends declared and paid | 20.475% |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net Income (Loss) | $ 19,081 | $ (599) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (480,060) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (55,892) | |
Account payable and accrued expenses | 180,246 | |
Income taxes payable | 129,220 | |
Net cash used in operating activities | (207,405) | (599) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (209,070,000) | |
Net cash used in investing activities | (209,070,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 203,400,000 | |
Proceeds from sale of Private Placement Warrants | 7,320,000 | |
Proceeds from promissory note - related party | 200,000 | |
Repayment of promissory note - related party | (350,000) | |
Payment of offering costs | (482,325) | |
Net cash provided by financing activities | 210,087,675 | |
Net Change in Cash | 810,270 | (599) |
Cash - Beginning | 30,005 | 23,275 |
Cash - Ending | 840,275 | $ 22,676 |
Non-Cash Investing and Financing Activities: | ||
Deferred underwriting fees charged to additional paid-in capital | 7,785,000 | |
Deferred legal fees charged to additional paid-in capital | 300,000 | |
Initial classification of common stock subject to possible redemption | 197,015,862 | |
Change in value of common stock subject to possible redemption | 35,895 | |
Offering costs charged to additional paid-in capital | $ 474,446 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Modern Media Acquisition Corp. (the “Company,” “we,” “us” or “our”) was initially formed as a Delaware limited liability company on June 9, 2014 under the name of M Acquisition Company I LLC. On January 3, 2017, the Company converted from a limited liability company to a Delaware C Corporation and changed its name to Modern Media Acquisition Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. All activity through September 30, 2017 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and its search for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on May 11, 2017. On May 17, 2017 (the “Closing Date”), the Company completed its Initial Public Offering of 20,700,000 units (“Units” and, with respect to the common stock included in the Units offered, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Units at $10.00 per Unit, generating gross proceeds of $207,000,000. The Units are described in Note 3. On May 11, 2017, the Company declared and paid to its stockholders a stock dividend (the “Stock Dividend”) of approximately 0.20475 shares for each share then held. As a result thereof, the total number of Founder Shares (as defined in Note 5) outstanding increased from 4,312,500 to 5,175,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,320,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Company’s sponsor, Modern Media Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,320,000, which is described in Note 4. Transaction costs amounted to $12,309,271, consisting of $3,600,000 of underwriting fees, $7,785,000 of deferred underwriting fees payable (which are held in the Trust Account (as defined below)) and $924,271 of other costs. Following the closing of the Initial Public Offering, $209,070,000 ($10.10 per Unit) of the net proceeds from the sale of the Units and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in an open-ended investment company that holds itself out as a money market fund meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Nasdaq Capital Market (“NASDAQ”) rules provide that the Company’s initial Business Combination 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 (excluding any deferred underwriting commissions and taxes payable on interest earned on the funds held in the Trust Account) at the time of signing a definitive agreement in connection with a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. Except as discussed below, the stockholders will be entitled to redeem their Public Shares at a per-share per-share The Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may acquire (i) in connection with the completion of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination within the Combination Period (as defined below), and (with respect to their Founder Shares only), (iii) if the Company fails to complete a Business Combination within the Combination Period and (iv) upon the Company’s liquidation (although the Initial Stockholders 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 the Combination Period). Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to an aggregate of 20.0% or more of the shares sold in the Initial Public Offering without the Company’s consent. However, there will be no restriction on the Company’s stockholders’ ability to vote all of their Public Shares for or against a Business Combination. The Company has 18 months from the Closing Date to complete a Business Combination (or 21 months from the Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 18 months from the Closing Date but has not completed a Business Combination within such 18 month period (the “Combination Period”)). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the Public Shares, at a per-share The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination during the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share. In order to protect the amounts held in the Trust Account, the Company has entered into an agreement with the Sponsor (the “Indemnifier”), pursuant to which the Indemnifier has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a Business Combination, reduce the amount of funds in the Trust Account below a specified threshold. This liability does not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of its Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Indemnifier will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Indemnifier will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of financial statements in conformity with GAAP requires 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017 or March 31, 2017. Cash and marketable securities held in Trust Account At September 30, 2017, the assets held in the Trust Account were held in cash and marketable securities. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2017, 19,510,075 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering costs Offering costs consist principally of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs of $12,309,271 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income taxes Prior to January 3, 2017, the Company was a limited liability company and taxed as a partnership; the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements for periods prior to January 3, 2017. Effective January 3, 2017, the Company converted to a C Corporation. Had the Company been subject to federal and state income taxes for the six months ended September 30, 2016, the Company determined that the provision for income taxes would have been insignificant due to the Company’s immaterial net loss for the period presented in the statements of operations, and, accordingly, the Company did not present pro forma income tax disclosures in the accompanying statements of operations for this period to illustrate what the Company’s net loss would have been had the income taxes been provided for as though the Company were subject to taxes as a C Corporation. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be immaterial as of September 30, 2017 and March 31, 2017. ASC Topic 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (loss) per common share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at September 30, 2017 have been excluded from the calculation of basic income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 17,670,000 shares of common stock and (2) rights sold in the Initial Public Offering that are convertible into 2,070,000 shares of common stock, in the calculation of diluted income (loss) per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. Diluted net income per share for the three and six months ended September 30, 2017 includes the impact of 25,875,000 and 20,643,132 shares of common stock, respectively. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2017 and March 31, 2017, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recently issued accounting standards 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. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Sep. 30, 2017 | |
Text Block [Abstract] | |
Initial Public Offering | 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,700,000 Units at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Units. Each Unit consists of one share of the Company’s common stock, one right (“Public Right”) and one-half one-tenth |
Private Placement
Private Placement | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Private Placement | 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 7,320,000 Private Placement Warrants at $1.00 per warrant (for an aggregate purchase price of $7,320,000). Each Private Placement Warrant is exercisable to purchase one share of the Company’s common stock at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. There are no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the required redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2014, the Company was formed by MIHI LLC (“MIHI”), at which point MIHI paid an aggregate purchase price of $25,000, or approximately $250.00 per share, for its ownership interest in the Company. Prior to this initial investment, the Company had no assets, tangible or intangible. In January 2017, MIHI transferred its ownership interest in the Company, consisting of 100 shares of the Company’s common stock, to the Sponsor for no consideration. The per share price for the common stock was determined by dividing the amount initially contributed to the Company by the number of common stock issued. On February 15, 2017, the Company completed a 71,875 to one stock split (the “Stock Split”) of its common stock and, as a result, 7,187,500 shares of the Company’s common stock were outstanding (the “Founder Shares”). The Sponsor subsequently sold certain of such shares to certain of the Company’s officers and/or directors, and thereafter, the Sponsor surrendered 2,875,000 Founder Shares to the Company for no consideration. On May 11, 2017, the Company declared and paid to its stockholders the Stock Dividend of approximately 0.20475 shares for each share then held. All of the stockholders other than the Sponsor surrendered to the Company for no consideration the shares of common stock received by them in the Stock Dividend. As a result thereof, the total number of Founder Shares outstanding increased from 4,312,500 to 5,175,000 and the number of Founder Shares held by the Sponsor increased from 4,212,500 to 5,075,000. The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees) until the earlier of one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, (i) the last reported closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading “Lock-Up Promissory Note — Related Party As of March 31, 2017, the Company’s Sponsor had committed to provide loans to the Company of up to $650,000 for expenses related to the Company’s formation and the Initial Public Offering. The loans were non-interest Related Party Loans In order to finance potential transaction costs in connection with a Business Combination, (i) the Sponsor has committed to loan the Company up to an aggregate of $500,000 in the event that funds held outside of the Trust Account are insufficient to fund expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to a Business Combination and (ii) the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company any additional funds as may be required (“Working Capital Loans”), which will be repaid only upon the completion of a Business Combination. If the Company does not complete a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants with respect to exercise price, exercisability and exercise period, except as provided in the Company’s registration statement filed in connection with the Initial Public Offering. There were no Working Capital Loans outstanding as of September 30, 2017 or March 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on the Closing Date, the holders of the Founder Shares and Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and their respective permitted transferees (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, in the case of the Founder Shares and the Private Placement Warrants (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), excluding short form demands, and one demand, in the case of the warrants that may be issued upon the conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of such warrants), that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company 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 any applicable lock-up Deferred Underwriting Commission The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,600,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.38 per Unit, or $7,785,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Right of First Refusal The Company granted Macquarie Capital (USA) Inc., an affiliate of the Sponsor and an underwriter of the Initial Public Offering, a right of first refusal for a period of 36 months from the closing date of the Initial Public Offering to provide to the Company certain financial advisory, underwriting, capital raising, and other services for which they may receive fees. The actual amount of fees to be paid will vary significantly based on the size of any transaction and the extent to which other investments banks are involved. Deferred Legal Fees The Company is obligated to pay deferred legal fees of $300,000 upon the consummation of a Business Combination for services performed in connection with the Initial Public Offering. If no Business Combination is consummated, the Company will not be obligated to pay such fee. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Rights one-tenth as-converted If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the Public Rights. Accordingly, the Public Rights may expire worthless. Warrants The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Furthermore, the Private Placement Warrants will expire five years after the completion of a Business Combination or earlier upon the Company’s liquidation. Additionally, the Private Placement Warrants are non-redeemable The Company may redeem the Public Warrants (the “30-day • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading • if, and only if, there is an effective registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of common stock is available throughout the 30-day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as is described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2017 and March 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, March 31, Assets: Cash and marketable securities held in Trust Account 1 $ 209,550,060 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017 or March 31, 2017. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At September 30, 2017, the assets held in the Trust Account were held in cash and marketable securities. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2017, 19,510,075 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering costs | Offering costs Offering costs consist principally of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs of $12,309,271 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Income taxes | Income taxes Prior to January 3, 2017, the Company was a limited liability company and taxed as a partnership; the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements for periods prior to January 3, 2017. Effective January 3, 2017, the Company converted to a C Corporation. Had the Company been subject to federal and state income taxes for the six months ended September 30, 2016, the Company determined that the provision for income taxes would have been insignificant due to the Company’s immaterial net loss for the period presented in the statements of operations, and, accordingly, the Company did not present pro forma income tax disclosures in the accompanying statements of operations for this period to illustrate what the Company’s net loss would have been had the income taxes been provided for as though the Company were subject to taxes as a C Corporation. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be immaterial as of September 30, 2017 and March 31, 2017. ASC Topic 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net income (loss) per common share | Net income (loss) per common share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at September 30, 2017 have been excluded from the calculation of basic income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 17,670,000 shares of common stock and (2) rights sold in the Initial Public Offering that are convertible into 2,070,000 shares of common stock, in the calculation of diluted income (loss) per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. Diluted net income per share for the three and six months ended September 30, 2017 includes the impact of 25,875,000 and 20,643,132 shares of common stock, respectively. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2017 and March 31, 2017, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recently issued accounting standards | Recently issued accounting standards 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary 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 at September 30, 2017 and March 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, March 31, Assets: Cash and marketable securities held in Trust Account 1 $ 209,550,060 $ — |
Description of Organization a20
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | May 17, 2017 | May 11, 2017 | Sep. 30, 2017 | May 10, 2017 | Mar. 31, 2017 | Feb. 15, 2017 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Gross proceeds from initial public offering | $ 209,070,000 | |||||
Dividends declared and paid per share | 20.475% | |||||
Common stock shares outstanding | 6,364,925 | 5,175,000 | ||||
Proceeds from issuance of Warrants | 7,320,000 | $ 7,320,000 | ||||
Transaction costs | 12,309,271 | |||||
Underwriting fees | 3,600,000 | |||||
Deferred underwriting fees payable | 7,785,000 | |||||
Other transaction costs | $ 924,271 | |||||
Unit price held in trust account (in dollars per unit) | $ 10.10 | |||||
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | |||||
Minimum ownership percentage to be acquired for not to be registered as an investment company | 50.00% | |||||
Net tangible assets | $ 5,000,001 | |||||
Redemption of public shares, percentage | 100.00% | |||||
Maximum percentage of shares sold in initial public offering | 20.00% | |||||
Redemption description | As defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to an aggregate of 20.0% or more of the shares sold in the Initial Public Offering without the Company's consent. However, there will be no restriction on the Company's stockholders' ability to vote all of their Public Shares for or against a Business Combination. | |||||
Dissolution expenses | $ 50,000 | |||||
Business combination, description | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and less up to $50,000 to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Company’s public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||||
Founder Shares [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Price per share | $ 12 | |||||
Dividends declared and paid per share | 20.475% | |||||
Common stock shares outstanding | 5,175,000 | 4,312,500 | 7,187,500 | |||
Initial Public Offering [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of warrants issued | 20,700,000 | 20,700,000 | ||||
Price per share | $ 10 | $ 10 | ||||
Gross proceeds from initial public offering | $ 207,000,000 | |||||
Over-allotment Option [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of warrants issued | 2,700,000 | |||||
Private Placement [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of warrants issued | 7,320,000 | |||||
Price per share | $ 1 | |||||
Proceeds from issuance of Warrants | $ 7,320,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jan. 03, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Mar. 31, 2017 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |
Number of shares of common stock subject to possible redemption | 19,510,075 | 19,510,075 | ||
Offering costs charged to stockholder's equity | $ 12,309,271 | |||
Provision for income taxes | $ 0 | $ 129,220 | 129,220 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Amounts accrued for interest or penalties | 0 | 0 | $ 0 | |
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||
Common Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Diluted securities for net income per share calculation | 25,875,000 | 20,643,132 | ||
Warrant [Member] | Common Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warrants or rights sold to purchase shares | 17,670,000 | 17,670,000 | ||
Rights [Member] | Common Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warrants or rights sold to purchase shares | 2,070,000 | 2,070,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | May 17, 2017 | Sep. 30, 2017 |
Initial Public Offering [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units, shares | 20,700,000 | 20,700,000 |
Unit price per share | $ 10 | $ 10 |
Over-allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units, shares | 2,700,000 | |
Sale of units, value | $ 2,700,000 | |
Public Right [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of share contain per unit | 1 | |
Number of shares called by each right/warrant | 0.1 | |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of share contain per unit | 0.5 | |
Exercise price | $ 0.01 | |
Common Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of share contain per unit | 1 | |
Number of shares called by each right/warrant | 1 | |
Exercise price | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | May 17, 2017 | Sep. 30, 2017 |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 7,320,000 | $ 7,320,000 |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units, shares | 7,320,000 | |
Unit price per share | $ 1 | |
Aggregate purchase price | $ 7,320,000 | |
Number of shares called by each right/warrant | 1 | |
Exercise price | $ 11.50 | |
Sponsor [Member] | Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units, shares | 7,320,000 | |
Unit price per share | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | May 17, 2017 | May 11, 2017 | Feb. 15, 2017 | Jan. 31, 2017 | Jun. 30, 2014 | Sep. 30, 2017 | May 10, 2017 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 6,364,925 | 5,175,000 | ||||||
Dividends declared and paid | 20.475% | |||||||
Loan repaid | $ 350,000 | |||||||
Outstanding loan | $ 150,000 | |||||||
Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Outstanding loan | 0 | 0 | ||||||
Loans converted in to warrants | $ 1,000,000 | |||||||
Warrant, exercise price | $ 1 | |||||||
Business combination of committed to loan | $ 500,000 | |||||||
MIHI LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 25,000 | |||||||
Closing price of common stock | $ 250 | |||||||
Number of shares transferred as part of ownership change | 100 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Closing price of common stock | $ 12 | |||||||
Common stock, Stock split | 71,875 | |||||||
Common stock shares outstanding | 5,175,000 | 7,187,500 | 4,312,500 | |||||
Repurchase of shares surrendered by sponsor | 2,875,000 | |||||||
Dividends declared and paid | 20.475% | |||||||
Sale of stock, description of transaction | The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees) until the earlier of one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, (i) the last reported closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subject to certain limited exceptions (the “Lock-Up Period”). | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 5,075,000 | 4,212,500 | ||||||
Debt instrument unused borrowing capacity amount | 650,000 | |||||||
Loan repaid | $ 300,000 | |||||||
Outstanding loan | $ 0 | $ 150,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended |
Sep. 30, 2017USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash underwriting discount | $ / shares | $ 0.20 |
Payments to underwriters in cash | $ 3,600,000 |
Deferred fee | $ / shares | $ 0.38 |
Underwriters deferred discount amount | $ 7,785,000 |
Deferred legal fees | $ 300,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Sep. 30, 2017 | May 17, 2017 | Mar. 31, 2017 | |
Stockholders Equity Disclosure [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 6,364,925 | 5,175,000 | |
Common stock, shares outstanding | 6,364,925 | 5,175,000 | |
Common stock subject to possible redemption, shares issued | 19,510,075 | 0 | |
Common stock subject to possible redemption, shares outstanding | 19,510,075 | 0 | |
Public Warrants [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Warrants, description | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing date of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). | ||
Price per warrants | $ 0.01 | ||
Closing price of common stock | $ 18 | ||
Redemption period of warrants | 30 days | ||
Private Placement [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Number of shares called by each right/warrant | 1 | ||
Warrants, description | The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. | ||
Price per warrants | $ 11.50 | ||
Closing price of common stock | $ 1 | ||
Public Right [Member] | |||
Stockholders Equity Disclosure [Line Items] | |||
Number of shares called by each right/warrant | 0.1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) | Sep. 30, 2017USD ($) |
Assets: | |
Cash and marketable securities held in Trust Account | $ 209,550,060 |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Cash and marketable securities held in Trust Account | $ 209,550,060 |