Virgin Galactic (SPCE) 10-K 14 Feb 18 2017 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	8 Months Ended
	Dec. 31, 2017	Feb. 13, 2018
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Entity Registrant Name	Social Capital Hedosophia Holdings Corp.
Entity Central Index Key	1,706,946
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Trading Symbol	IPOA
Entity Public Float	$ 696,210,000
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

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2017USD ($)
Current Assets
Cash	$ 696,382
Due from underwriter	657,138
Prepaid expenses	272,217
Total Current Assets	1,625,737
Cash and marketable securities held in Trust Account	691,941,351
Total Assets	693,567,088
Current Liabilities
Accounts payable and accrued expenses	230,153
Advances from related party	126,378
Total Current Liabilities	356,531
Deferred underwriting fees	24,150,000
Total Liabilities	24,506,531
Commitments
Class A ordinary shares subject to possible redemption, 66,219,742 shares at redemption value	664,060,556
Shareholders' Equity
Preferred shares, $0.0001 par value; 5,000,000 authorized; none issued and outstanding	0
Additional paid-in capital	3,667,278
Retained earnings	1,330,720
Total Shareholders' Equity	5,000,001
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	693,567,088
Common Class A [Member]
Shareholders' Equity
Common Stock, Value, Issued	278
Common Class B [Member]
Shareholders' Equity
Common Stock, Value, Issued	$ 1,725

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 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	66,219,742
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares Authorized	500,000,000
Common Stock, Shares, Issued	2,780,258
Common Stock, Shares, Outstanding	2,780,258
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

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	8 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
Operating costs	$ 610,631
Loss from operations	(610,631)
Other income:
Interest income	2,082,636
Unrealized loss on marketable securities held in Trust Account	(141,285)
Other income, net	1,941,351
Net income	$ 1,330,720
Weighted average shares outstanding, basic and diluted | shares	14,652,083	[1]
Basic and diluted net loss per ordinary share | $ / shares	$ (0.04)	[2]
[1]	Excludes an aggregate of up to 66,219,742 shares subject to redemption at December 31, 2017.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $1,863,155 for the period from May 5, 2017 (inception) through December 31, 2017.

STATEMENT OF OPERATIONS (Parent

STATEMENT OF OPERATIONS (Parenthetical)	8 Months Ended
	Dec. 31, 2017USD ($)shares
Income Statement [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares	66,219,742
Interest on Convertible Debt, Net of Tax | $	$ 1,863,155

STATEMENT OF CHANGES IN SHAREHO

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 8 months ended Dec. 31, 2017 - USD ($)	Total	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance at May. 04, 2017	$ 0	$ 0	$ 0	$ 0	$ 0
Issuance of Class B ordinary shares to sponsor	25,000	0	$ 2,013	22,987	0
Issuance of Class B ordinary shares to sponsor (in shares)			20,125,000
Forfeiture of Class B ordinary shares	0	0	$ (288)	288	0
Forfeiture of Class B ordinary shares (in shares)			(2,875,000)
Sale of 69,000,000 Units, net of underwriting discount and offering expenses	655,704,837	$ 6,900	$ 0	655,697,937	0
Sale of 69,000,000 Units, net of underwriting discount and offering expenses (in shares)		69,000,000
Sale of 8,000,000 Private Placement Warrants	12,000,000	$ 0	0	12,000,000	0
Ordinary shares subject to possible redemption	(664,060,556)	$ (6,622)	0	(664,053,934)	0
Ordinary shares subject to possible redemption (in shares)		(66,219,742)
Net income	1,330,720	$ 0	0	0	1,330,720
Balance at Dec. 31, 2017	$ 5,000,001	$ 278	$ 1,725	$ 3,667,278	$ 1,330,720
Balance (in shares) at Dec. 31, 2017		2,780,258	17,250,000

STATEMENT OF CHANGES IN SHAREH7

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)	8 Months Ended
	Dec. 31, 2017shares
Number of Private Placement Warrants Issued	8,000,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	8 Months Ended
	Dec. 31, 2017USD ($)
Cash flows from operating activities:
Net income	$ 1,330,720
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,082,636)
Unrealized loss on marketable securities held in Trust Account	141,285
Changes in operating assets and liabilities:
Prepaid expenses	(272,217)
Accounts payable and accrued expenses	230,153
Net cash used in operating activities	(652,695)
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	126,378
Proceeds from promissory note	100,000
Repayment of promissory note	(100,000)
Payment of offering costs	(802,301)
Net cash provided by financing activities	691,349,077
Net change in cash	696,382
Cash at beginning of period	0
Cash at ending of period	696,382
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	2,001,573
Deferred underwriting fee payable	24,150,000
Reimbursement of offering costs due from underwriter	$ 657,138

ORGANIZATION AND PLAN OF BUSINE

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS	8 Months Ended
	Dec. 31, 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 recently incorporated blank check company incorporated as a Cayman Islands All activity from May 5, 2017 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 9,000,000 690,000,000 679,854,837 10,145,163 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 10.00 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 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% of the Public Shares sold in the Public Offering. 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 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	8 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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 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 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 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 December 31, 2017. Cash and Marketable Securities Held in Trust Account At December 31, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. 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 December 31, 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 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 $ 34,295,163 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 December 31, 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. Net Loss per Ordinary Share 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 December 31, 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 income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the Period from May 5, 2017 (inception) through December 31, 2017 Net income $ 1,330,720 Less: Income attributable to ordinary shares subject to redemption (1,863,115) Adjusted net loss $ (532,395) Weighted average shares outstanding, basic and diluted 14,652,083 Basic and diluted net loss per ordinary share $ (0.04) 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 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. 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	8 Months Ended
	Dec. 31, 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	8 Months Ended
	Dec. 31, 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 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	8 Months Ended
	Dec. 31, 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 A related party advanced an aggregate of $ 126,378 126,378 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 35,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	8 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 6. COMMITMENTS AND CONTINGENCIES The underwriters were paid a cash underwriting discount of $ 10,000,000 The underwriters agreed to reimburse the Company for an amount equal to 10 1,000,000 2,415,000 The underwriters also agreed to reimburse the Company for certain offering expenses. As of December 31, 2017, the amount to be reimbursed from the underwriters amounted to $ 657,138 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	8 Months Ended
	Dec. 31, 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 December 31, 2017, there were 2,780,258 66,219,742 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 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	8 Months Ended
	Dec. 31, 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 691,941,351

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	8 Months Ended
	Dec. 31, 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 ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	8 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
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 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 December 31, 2017.
Marketable Securities, Policy [Policy Text Block]	Cash and Marketable Securities Held in Trust Account At December 31, 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 December 31, 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 $ 34,295,163
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 December 31, 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]	Net Loss per Ordinary Share 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 December 31, 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 income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the Period from May 5, 2017 (inception) through December 31, 2017 Net income $ 1,330,720 Less: Income attributable to ordinary shares subject to redemption (1,863,115) Adjusted net loss $ (532,395) Weighted average shares outstanding, basic and diluted 14,652,083 Basic and diluted net loss per ordinary share $ (0.04)
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 ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	8 Months Ended
	Dec. 31, 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: For the Period from May 5, 2017 (inception) through December 31, 2017 Net income $ 1,330,720 Less: Income attributable to ordinary shares subject to redemption (1,863,115) Adjusted net loss $ (532,395) Weighted average shares outstanding, basic and diluted 14,652,083 Basic and diluted net loss per ordinary share $ (0.04)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	8 Months Ended
	Dec. 31, 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 December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 691,941,351

ORGANIZATION AND PLAN OF BUSI21

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details Textual) - USD ($)	1 Months Ended	8 Months Ended
	Sep. 18, 2017	Dec. 31, 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	679,854,837
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 Companys 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 possible
Initial Public Offering Costs	$ 10,145,163
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 
Cost of Trust Assets Sold to Pay Expenses		$ 100,000
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
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	8 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
Net income	$ 1,330,720
Less: Income attributable to ordinary shares subject to redemption	(1,863,115)
Adjusted net loss	$ (532,395)
Weighted average shares outstanding, basic and diluted (in shares) | shares	14,652,083	[1]
Basic and diluted net loss per ordinary share (in shares) | $ / shares	$ (0.04)	[2]
[1]	Excludes an aggregate of up to 66,219,742 shares subject to redemption at December 31, 2017.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $1,863,155 for the period from May 5, 2017 (inception) through December 31, 2017.

SUMMARY OF SIGNIFICANT ACCOUN23

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual)	8 Months Ended
	Dec. 31, 2017USD ($)shares
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs	$ 34,295,163
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	8 Months Ended
	Sep. 18, 2017	Dec. 31, 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	8 Months Ended
	Sep. 18, 2017	Dec. 31, 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	Dec. 31, 2017
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			$ 126,378
Due to Related Parties, Current			126,378
Sponsor Monthly Fee Payable		$ 10,000
Services Fee			$ 35,000
Notes Payable, Other Payables [Member]
Debt Instrument, Face Amount	$ 300,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Textual)	8 Months Ended
	Dec. 31, 2017USD ($)
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
Reimbursement of Offering Costs Due from Underwriter	$ 657,138

SHAREHOLDERS_ EQUITY (Details T

SHAREHOLDERS’ EQUITY (Details Textual) - USD ($)	1 Months Ended	8 Months Ended
	May 18, 2017	Dec. 31, 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		2,780,258
Temporary Equity, Shares Subscribed but Unissued		66,219,742
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 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
Shares Outstanding, Subject To Forfeiture	2,250,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 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	$ 691,941,351