Document And Entity Information
Document And Entity Information - shares | 5 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Social Capital Hedosophia Holdings Corp. | |
Entity Central Index Key | 1,706,946 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | IPOA | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,250,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2017USD ($) |
Current Assets | |
Cash | $ 933,763 |
Prepaid expenses | 368,098 |
Total Current Assets | 1,301,861 |
Cash and marketable securities held in Trust Account | 690,203,220 |
Total Assets | 691,505,081 |
Current Liabilities | |
Accounts payable and accrued expenses | 133,947 |
Advances from related party | 115,971 |
Promissory note - related party | 100,000 |
Total Current Liabilities | 349,918 |
Deferred underwriting fees | 24,150,000 |
Total Liabilities | 24,499,918 |
Commitments | |
Class A ordinary shares subject to possible redemption, 66,181,024 shares at redemption value | 662,005,162 |
Shareholders’ Equity | |
Preferred Stock, Value, Issued | |
Additional paid-in capital | 5,065,530 |
Accumulated deficit | (67,536) |
Total Shareholders’ Equity | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 691,505,081 |
Common Class A [Member] | |
Shareholders’ Equity | |
Common Stock, Value, Issued | 282 |
Common Class B [Member] | |
Shareholders’ Equity | |
Common Stock, Value, Issued | $ 1,725 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Sep. 30, 2017$ / sharesshares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Class A [Member] | |
Temporary Equity, Shares Subscribed but Unissued | 66,181,024 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock, Shares, Issued | 2,818,976 |
Common Stock, Shares, Outstanding | 2,818,976 |
Common Class B [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares, Issued | 17,250,000 |
Common Stock, Shares, Outstanding | 17,250,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Operating costs | $ 265,350 | $ 270,756 |
Loss from operations | (265,350) | (270,756) |
Other income: | ||
Interest income | 205,464 | 205,464 |
Unrealized loss on marketable securities held in Trust Account | (2,244) | (2,244) |
Other income, net | 203,220 | 203,220 |
Net loss | $ (62,130) | $ (67,536) |
Weighted average shares outstanding, basic and diluted | 12,066,894 | 11,284,826 |
Basic and diluted net loss per ordinary share | $ (0.02) | $ (0.02) |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 5 Months Ended |
Sep. 30, 2017USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (67,536) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (205,464) |
Unrealized loss on marketable securities held in Trust Account | 2,244 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (368,098) |
Accounts payable and accrued expenses | 133,947 |
Net cash used in operating activities | (504,907) |
Cash flows from investing activities: | |
Investment of cash in Trust Account | (690,000,000) |
Net cash used in investing activities | (690,000,000) |
Cash flows from financing activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 680,000,000 |
Proceeds from sale of Private Placement Warrants | 12,000,000 |
Proceeds from issuance of Class B ordinary shares | 25,000 |
Advances from related parties | 115,971 |
Proceeds from promissory note | 100,000 |
Payment of offering costs | (802,301) |
Net cash provided by financing activities | 691,438,670 |
Net change in cash | 933,763 |
Cash at beginning of period | 0 |
Cash at ending of period | 933,763 |
Non-cash investing and financing activities: | |
Initial classification of ordinary shares subject to possible redemption | 662,058,983 |
Change in value of ordinary shares subject to possible redemption | (53,821) |
Deferred underwriting fee payable | $ 24,150,000 |
ORGANIZATION AND PLAN OF BUSINE
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | 5 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Social Capital Hedosophia Holdings Corp. (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). At September 30, 2017, the Company had not yet commenced any operations. All activity from May 5, 2017 (inception) through September 30, 2017 related to the Company’s formation, the offering described below and identifying a target company for a Business Combination. The registration statements for the Company’s initial public offering were declared effective on September 13, 2017. The Company consummated a public offering of 69,000,000 9,000,000 690,000,000 679,197,699 10,802,301 24,150,000 10.00 0.0001 11.50 12,000,000 8,000,000 1.50 In connection with the closing of the Offering and the Private Placement on September 18, 2017 (the “Closing Date”), an amount of $ 690,000,000 100 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Units, warrants and Class A ordinary shares are listed on the New York Stock Exchange (“NYSE”). Pursuant to the NYSE listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully. In connection with any proposed initial Business Combination, the Company will either (1) seek shareholder approval of such initial Business Combination at a meeting called for such purpose or (2) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer, in each case where shareholders may seek to redeem their Public Shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions in connection with a Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to an aggregate of more than 15 The Company will proceed with a Business Combination only if it has net tangible assets of at least $ 5,000,001 Holders of warrants sold as part of the Units will not be entitled to vote on the proposed Business Combination and will have no conversion or liquidation rights with respect to their ordinary shares underlying such warrants. Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, if the Company is unable to complete its initial Business Combination within 24 months from the Closing Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Company’s board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination within 24 months from the Closing Date and is forced to redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay any of its taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses. The Sponsor has 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 (as defined in Note 7) if the Company fails to complete a Business Combination within 24 months after the Closing Date. However, if the Sponsor acquires Public Shares after the Public Offering, it 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 24 months after the Closing Date. If the Company is unable to complete its initial Business Combination within 24 months from the Closing Date and expends all of the net proceeds of the Public Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the per-share redemption price for Class A ordinary shares will be $ 10.00 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 5 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's prospectus as filed with the SEC on September 15, 2017, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on September 22, 2017. The interim results for the three months ended September 30, 2017 and for the period from May 5, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the period from May 5, 2017 (inception) through December 31, 2017 or for any other future periods. 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”), 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 shareholder 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 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. 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 from those estimates. 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 At September 30, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature 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, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs amounting to $ 34,952,301 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. 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign taxing authorities in the areas 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 U.S. federal, U.S. state and foreign 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. The Company’s tax provision is zero because the Company is organized in the Cayman Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic 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 warrants sold in the Public Offering and Private Placement to purchase 31,000,000 Reconciliation of Net Loss per Ordinary Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Three Months For the Period 2017 2017 Net loss $ (62,130) $ (67,536) Less: Income attributable to ordinary shares subject to redemption (194,908) (194,908) Adjusted net loss $ (257,038) $ (262,444) Weighted average shares outstanding, basic and diluted 12,066,894 11,284,826 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 | 5 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Public Offering Disclosure [Text Block] | NOTE 3. INITIAL PUBLIC OFFERING In its Public Offering, the Company sold 69,000,000 10.00 11.50 0.01 18.00 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 5 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Private Placement Disclosure [Text Block] | NOTE 4. PRIVATE PLACEMENT Simultaneously with the Public Offering, the Company’s Sponsor purchased an aggregate of 8,000,000 1.50 12,000,000 The Private Placement Warrants are identical to the Warrants included in the Units sold in the Public Offering except that the Private Placement Warrants: (i) are not redeemable by the Company, (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or any of its permitted transferees and (iii) are entitled to registration rights (including the ordinary shares issuable upon exercise of the Private Placement Warrants). Additionally, the purchasers have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Company’s initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Company’s 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 funds as may be required. In the event that the initial 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. Up to $ 1,500,000 1.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 5 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5. RELATED PARTY TRANSACTIONS Promissory Note Related Party and Advance from Related Party The Company issued a $ 300,000 December 31, 2017 100,000 A related party advanced an aggregate of $ 115,971 115,971 Administrative Services Agreement The Company entered into an agreement whereby, commencing on September 18, 2017 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services. For the three months ended September 30, 2017 and the period from May 5, 2017 (inception) through September 30, 2017, the Company incurred $10,000 in fees for these services, which is included in accounts payable and accrued expenses in the accompanying balance sheet. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 5 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6. COMMITMENTS AND CONTINGENCIES The Company granted the underwriters a 45-day option to purchase up to 9,000,000 9,000,000 10.00 10,000,000 The underwriters agreed to reimburse the Company for an amount equal to 10 1,000,000 2,415,000 The Sponsor, the holders of the Private Placement Warrants (or underlying Class A ordinary shares) and the holders of any warrants (or underlying Class A ordinary shares) issued upon conversion of working capital loans made by the Company’s Sponsor, officers, directors or their affiliates, if any such loans are issued, will be entitled to registration rights with respect to their securities pursuant to an agreement dated as of September 13, 2017. The holders of 30 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 5 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares The Company is authorized to issue 5,000,000 0.0001 Ordinary Shares The Company is authorized to issue 500,000,000 50,000,000 0.0001 The Company had entered into a Securities Subscription Agreement, dated as of May 10, 2017 (the “Founder’s Purchase Agreement”), with the Sponsor pursuant to which the Sponsor subscribed for an aggregate of 14,375,000 0.0001 25,000 2,875,000 17,250,000 2,250,000 Holders of the Class A ordinary shares are entitled to one vote for each Class A ordinary share; provided that only holders of the Class B ordinary shares have the right to vote on the election of directors prior to the initial Business Combination. At September 30, 2017, there were 2,818,976 66,181,024 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20 17,250,000 The holders of the Class B ordinary shares agreed not to transfer such shares until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last reported sales price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 5 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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. Description Level September 30, Assets: Cash and marketable securities held in Trust Account 1 $ 690,203,220 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 5 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 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 ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 5 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's prospectus as filed with the SEC on September 15, 2017, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on September 22, 2017. The interim results for the three months ended September 30, 2017 and for the period from May 5, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the period from May 5, 2017 (inception) through December 31, 2017 or for any other future periods. |
Company Growth, Policy [Policy Text Block] | Emerging Growth Company 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”), 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 shareholder 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 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates, Policy [Policy Text Block] | 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. 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 from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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 |
Marketable Securities, Policy [Policy Text Block] | Cash and Marketable Securities Held in Trust Account At September 30, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. |
Common Stock Subject To Mandatory Redemption, Policy [Policy Text Block] | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature 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, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs, Policy [Policy Text Block] | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs amounting to $ 34,952,301 |
Income Tax, Policy [Policy Text Block] | Income Taxes 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. 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2017, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign taxing authorities in the areas 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 U.S. federal, U.S. state and foreign 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. The Company’s tax provision is zero because the Company is organized in the Cayman Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Earnings Per Share, Policy [Policy Text Block] | The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at September 30, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic 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 warrants sold in the Public Offering and Private Placement to purchase 31,000,000 Reconciliation of Net Loss per Ordinary Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Three Months For the Period 2017 2017 Net loss $ (62,130) $ (67,536) Less: Income attributable to ordinary shares subject to redemption (194,908) (194,908) Adjusted net loss $ (257,038) $ (262,444) Weighted average shares outstanding, basic and diluted 12,066,894 11,284,826 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 5 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three Months For the Period 2017 2017 Net loss $ (62,130) $ (67,536) Less: Income attributable to ordinary shares subject to redemption (194,908) (194,908) Adjusted net loss $ (257,038) $ (262,444) Weighted average shares outstanding, basic and diluted 12,066,894 11,284,826 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 5 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Cash and marketable securities held in Trust Account 1 $ 690,203,220 |
ORGANIZATION AND PLAN OF BUSI18
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details Textuals) - USD ($) | 1 Months Ended | 5 Months Ended |
Sep. 18, 2017 | Sep. 30, 2017 | |
Entity Incorporation, Date of Incorporation | May 5, 2017 | |
Entity Incorporation, State Country Name | Cayman Islands | |
Sale of Stock, Number of Shares Issued in Transaction | 69,000,000 | 69,000,000 |
Proceeds from Issuance Initial Public Offering | $ 690,000,000 | $ 680,000,000 |
Sale of Stock, Consideration Received on Transaction | 679,197,699 | |
Deferred Underwriting Fee Payable | $ 24,150,000 | 24,150,000 |
Sale of Stock, Price Per Share | $ 10 | |
Proceeds from Issuance of Private Placement | $ 12,000,000 | |
Equity Method Investment, Ownership Percentage | 100.00% | |
Equity Method Investment, Description of Principal Activities | the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the Trust Account | |
Business Acquisition, Description of Acquired Entity | the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares and (iii) as promptly as reasonably possib | |
Initial Public Offering Costs | $ 10,802,301 | |
Net Tangible Assets To Be Maintained to Proceed Business Combination | $ 5,000,001 | |
Consequences of Failure to Complete Business Combination Within Specific Date ,Description | Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, if the Company is unable to complete its initial Business Combination by September 18, 2019, the Company will (i) cease all operations except for the purpose of winding | |
Private Placement Warrants [Member] | ||
Proceeds from Issuance of Private Placement | $ 12,000,000 | |
Class of Warrant or Right, Numbers Issued | 8,000,000 | 8,000,000 |
Class of Warrant or Right, Per Warrant | $ 1.50 | $ 1.50 |
Over-Allotment Option [Member] | ||
Sale of Stock, Number of Shares Issued in Transaction | 9,000,000 | |
Common Class A [Member] | ||
Proceeds from Issuance Initial Public Offering | $ 690,000,000 | |
Sale of Stock, Price Per Share | $ 10 | |
Share Price | $ 11.50 | 10 |
Percentage of Stock Sold in Initial Public Offering | 15.00% | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 5 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Net loss | $ (62,130) | $ (67,536) |
Less: Income attributable to ordinary shares subject to redemption | (194,908) | (194,908) |
Adjusted net loss | $ (257,038) | $ (262,444) |
Weighted average shares outstanding, basic and diluted | 12,066,894 | 11,284,826 |
Basic and diluted net loss per ordinary share | $ (0.02) | $ (0.02) |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 5 Months Ended |
Sep. 30, 2017USD ($)shares | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 34,952,301 |
Cash, FDIC Insured Amount | $ 250,000 |
Common Class A [Member] | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 31,000,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Textual) - $ / shares | 1 Months Ended | 5 Months Ended |
Sep. 18, 2017 | Sep. 30, 2017 | |
Sale of Stock, Number of Shares Issued in Transaction | 69,000,000 | 69,000,000 |
Shares Issued, Price Per Share | $ 10 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | |
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights | 0.01 | |
Minimum [Member] | ||
Shares Issued, Price Per Share | $ 18 |
PRIVATE PLACEMENT (Details Text
PRIVATE PLACEMENT (Details Textual) - USD ($) | 1 Months Ended | 5 Months Ended |
Sep. 18, 2017 | Sep. 30, 2017 | |
Proceeds from Issuance of Warrants | $ 12,000,000 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right, Numbers Issued | 8,000,000 | 8,000,000 |
Class of Warrant or Right, Per Warrant | $ 1.50 | $ 1.50 |
Maximum [Member] | ||
Convertible Debt | $ 1,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | May 10, 2017 | Sep. 18, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Notes Payable, Related Parties, Current | $ 100,000 | $ 100,000 | ||
Debt Instrument, Maturity Date Range, Start | Dec. 31, 2017 | |||
Debt Instrument, Maturity Date, Description | The note is non-interest bearing and payable on the earlier of (i) December 31, 2017 and (ii) the consummation of the Public Offering. | |||
Increase (Decrease) in Due to Related Parties | 115,971 | |||
Due to Related Parties, Current | 115,971 | 115,971 | ||
Sponsor Monthly Fee Payable | $ 10,000 | |||
Services Fee | $ 10,000 | $ 10,000 | ||
Notes Payable, Other Payables [Member] | ||||
Debt Instrument, Face Amount | $ 300,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | 5 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Payments for Underwriting Expense | $ 10,000,000 |
Underwriting Commitments | In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Public Offering, or $24,150,000, payable upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement  |
Underwriting Discount, Percentage | 10.00% |
Refunds From Underwriting Discount | $ 2,415,000 |
Registrable Securities Holders, Percentage | 30.00% |
Proceeds from Refund of Underwriting Discount | $ 1,000,000 |
Fourty Five Day Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 9,000,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 10 |
SHAREHOLDERS_ EQUITY (Details T
SHAREHOLDERS’ EQUITY (Details Textual) - USD ($) | 1 Months Ended | 5 Months Ended | ||
May 18, 2017 | Sep. 30, 2017 | Sep. 18, 2017 | May 10, 2017 | |
Preferred Stock, Shares Authorized | 5,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Class A [Member] | ||||
Common Stock, Shares Authorized | 500,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 2,818,976 | |||
Common Stock, Shares, Outstanding | 2,818,976 | |||
Temporary Equity, Shares Subscribed but Unissued | 66,181,024 | |||
Common Class B [Member] | ||||
Common Stock, Shares Authorized | 50,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Shares, Issued | 17,250,000 | |||
Common Stock, Shares, Outstanding | 17,250,000 | |||
Common Shares Outstanding Percentage | 20.00% | |||
Conversion of Common Stock Description | The holders of the Class B ordinary shares agreed not to transfer such shares until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last reported sales price of the Company’s 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 initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||
Common Class B [Member] | Founder's Purchase Agreement [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Shares Subscribed but Unissued | 14,375,000 | |||
Common Stock, Value, Subscriptions | $ 25,000 | |||
Shares, Surrendered | 2,875,000 | |||
Common Stock, Shares, Issued | 17,250,000 | |||
Common Stock, Shares, Outstanding | 17,250,000 | |||
Shares Outstanding, Subject To Forfeiture | 2,250,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Sep. 30, 2017USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Cash and marketable securities held in Trust Account | $ 690,203,220 |