Regalwood Global Energy (RWGE) 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 14, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Trading Symbol	RWGE
Entity Registrant Name	Regalwood Global Energy Ltd.
Entity Central Index Key	1,717,961
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Class A Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		30,000,000
Class B Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 662,195	$ 1,425,363
Prepaid expenses	182,249	202,250
Total current assets	844,444	1,627,613
Investments held in Trust Account	302,371,734	300,225,208
Total assets	303,216,178	301,852,821
Current liabilities:
Accounts payable and accrued expenses	307,869	166,784
Note payable - sponsor		300,000
Advances from related party		105,428
Total current liabilities	307,869	572,212
Deferred underwriting compensation	10,500,000	10,500,000
Total liabilities	10,807,869	11,072,212
Commitments and contingencies
Class A ordinary shares subject to possible redemption (28,740,830 and 28,578,060 shares at approximately $10.00 per share as of June 30, 2018 and December 31, 2017, respectively)	287,408,300	285,780,600
Shareholders' Equity:
Preference shares, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	3,196,814	4,824,498
Retained earnings	1,802,319	174,619
Total Shareholders' Equity	5,000,009	5,000,009	[1]
Total Liabilities and Shareholders' Equity	303,216,178	301,852,821
Class A Ordinary Shares [Member]
Shareholders' Equity:
Common stock, value	126	142
Total Shareholders' Equity	126	142	[1]
Class B Ordinary Shares [Member]
Shareholders' Equity:
Common stock, value	750	750
Total Shareholders' Equity	$ 750	$ 750	[1]
[1]	Share amounts as of December 31, 2017 have been retroactively restated to reflect the forfeiture of 1,125,000 shares in January 2018 as a result of the underwriters not exercising the over-allotment option.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Temporary Equity, shares subject to possible redemption	28,740,830	28,578,060
Temporary Equity, redemption price per share	$ 10	$ 10
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, authorized	10,000,000	10,000,000
Preference shares, issued	0	0
Preference shares, outstanding	0	0
Common stock, forfeited		1,125,000
Class A Ordinary Shares [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	350,000,000	350,000,000
Common stock, issued	1,259,170	1,421,940
Common stock, outstanding	1,259,170	1,421,940	[1]
Class B Ordinary Shares [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	50,000,000	50,000,000
Common stock, issued	7,500,000	7,500,000
Common stock, outstanding	7,500,000	7,500,000	[1]
Common stock, forfeited	1,125,000	1,125,000
[1]	Share amounts as of December 31, 2017 have been retroactively restated to reflect the forfeiture of 1,125,000 shares in January 2018 as a result of the underwriters not exercising the over-allotment option.

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended	6 Months Ended
		Jun. 30, 2018	Jun. 30, 2018
REVENUE		$ 0	$ 0
EXPENSES
Administration fee - related party		60,000	120,000
General and administrative expenses		123,525	398,826
TOTAL EXPENSES		(183,525)	(518,826)
OTHER INCOME
Interest income		1,196,041	2,146,526
TOTAL OTHER INCOME		1,196,041	2,146,526
Net income		$ 1,012,516	$ 1,627,700
Class A Ordinary Shares [Member]
Two Class Method:
Weighted average number of ordinary shares outstanding, basic and diluted		30,000,000	30,000,000
Basic and diluted net income (loss) per ordinary share		$ 0.04	$ 0.07
Class B Ordinary Shares [Member]
Two Class Method:
Weighted average number of ordinary shares outstanding, basic and diluted	[1]	7,500,000	7,500,000
Basic and diluted net income (loss) per ordinary share		$ (0.02)	$ (0.07)
[1]	This number excludes 1,125,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. These shares were forfeited in January 2018 and are retroactively adjusted in the above EPS calculation as if it occurred since inception.

Condensed Statements of Operat5

Condensed Statements of Operations (Parenthetical)	6 Months Ended
	Jun. 30, 2018shares
Income Statement [Abstract]
Weighted average number of ordinary shares, contingently issuable	1,125,000

Condensed Statement of Changes

Condensed Statement of Changes in Shareholders' Equity - 6 months ended Jun. 30, 2018 - USD ($)		Total	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning balance at Dec. 31, 2017	[1]	$ 5,000,009	$ 142	$ 750	$ 4,824,498	$ 174,619
Beginning balance, Shares at Dec. 31, 2017	[1]		1,421,940	7,500,000
Change in ordinary shares subject to possible redemption		(1,627,700)	$ (16)		(1,627,684)
Change in ordinary shares subject to possible redemption,shares			(162,770)
Net income		1,627,700				1,627,700
Ending balance at Jun. 30, 2018		$ 5,000,009	$ 126	$ 750	$ 3,196,814	$ 1,802,319
Ending balance, Shares at Jun. 30, 2018			1,259,170	7,500,000
[1]	Share amounts as of December 31, 2017 have been retroactively restated to reflect the forfeiture of 1,125,000 shares in January 2018 as a result of the underwriters not exercising the over-allotment option.

Condensed Statement of Changes7

Condensed Statement of Changes in Shareholders' Equity (Parenthetical)	Dec. 31, 2017shares
Statement of Stockholders' Equity [Abstract]
Common stock, forfeited	1,125,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	6 Months Ended
	Jun. 30, 2018USD ($)
Cash Flows From Operating Activities:
Net income	$ 1,627,700
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on Investments held in Trust Account	(2,146,526)
Changes in operating assets and liabilities:
Prepaid expenses	20,001
Accounts payable and accrued expenses	248,230
Net Cash Used In Operating Activities	(250,595)
Cash Flows From Financing Activities:
Payment of note payable - sponsor	(300,000)
Payment of advances from related party	(212,573)
Net Cash Used In Financing Activities	(512,573)
Net change in cash	(763,168)
Cash - Beginning of period	1,425,363
Cash - Ending of period	662,195
Supplemental Schedule of Non-Cash Financing Activities:
Expenses paid by related party on behalf of the Company	107,145
Change in ordinary shares subject to possible redemption	$ 1,627,700

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations Organizational and General Regalwood Global Energy Ltd. (the “ Company Initial Business Combination Securities Act JOBS Act As of June 30, 2018, the Company had not yet commenced operations. All activity through June 30, 2018 relates to the Company’s formation, the initial public offering (the “ Public Offering non-operating Private Placement Warrants Sponsor Private Placement The Company intends to finance its Initial Business Combination with proceeds from the Public Offering (Note 3), the sale of the Private Placement Warrants (Note 3), and additional issuances of the Company’s capital stock, debt or a combination of the foregoing. Upon the closings of the Public Offering and the sale of the Private Placement Warrants, approximately $300,000,000 was placed in a trust account (the “ Trust Account The registration statement for the Company’s Public Offering (as described in Note 3) was declared effective by the U.S. Securities and Exchange Commission (the “ SEC Trust Account The proceeds held in the Trust Account are and will be invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay tax obligations, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares included in the Units (the “ Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the ordinary shares voted are voted in favor of the Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering, 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, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. As of June 30, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. Redeemable ordinary shares As discussed in Note 1, all of the 30,000,000 Public Shares contain a redemption feature which allows for the redemption of such shares under the Company’s amended and restated memorandum and articles of association. In accordance with FASB ASC Topic 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC Topic 480. Although the Company has not specified a maximum redemption threshold, its amended and restated memorandum and articles of association provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, as of June 30, 2018 and December 31, 2017, 28,740,830 and 28,578,060, respectively, of 30,000,000 Public Shares were classified outside of permanent equity. Private Placement Warrants Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants has been added to the proceeds from the Public Offering to be held in the Trust Account such that at the closing of the Public Offering $300,000,000 was held in the Trust Account. If an Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable Net income (loss) per ordinary share Net income per ordinary share is computed by dividing net income applicable to ordinary shares by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 15,333,333 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class Related Parties The Company follows FASB ASC subtopic 850-10 Pursuant to Section 850-10-20, Affiliate Section 825-10-15, Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the condensed financial statements were issued are disclosed as subsequent events, while the condensed financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Recent Accounting Pronouncements The Company’s 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 condensed financial statements.

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2018
Text Block [Abstract]
Public Offering	NOTE 3. PUBLIC OFFERING In the Public Offering, the Company sold 30,000,000 units at a price of $10.00 per unit (the “ Units Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-third Warrant Warrants 30-trading The Company granted the underwriters a 45-day The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “ Deferred Discount

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares In September 2017, the Sponsor entered into a Securities Subscription Agreement, for the purchase of 8,625,000 Class B ordinary shares by the Sponsor (the “ Founder Shares The Founder Shares are identical to the Public Shares except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of (a) one year after the completion of the Initial Business Combination or (b) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. In January 2018, the Underwriters’ over-allotment option expired and as a result the Sponsor forfeited 1,125,000 Class B ordinary shares. This forfeiture is retroactively reflected in the accompanying condensed financial statements. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A ordinary shares) pursuant to a registration rights agreement entered into in connection with the consummation of the Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Forward Purchase Agreement On December 5, 2017, the Company entered into a forward purchase agreement (the “ Forward Purchase Agreement Forward Purchase Warrants Forward Purchase Units The obligations under the Forward Purchase Agreement do not depend on whether any public shareholders elect to redeem their shares in connection with the Initial Business Combination and provide the Company with a minimum funding level for the Initial Business Combination. Additionally, the obligations of the Sponsor to purchase the Forward Purchase Units are subject to termination prior to the closing of the sale of such units by mutual written consent of the Company and the Sponsor, or automatically: (i) if the Initial Business Combination is not consummated within 24 months from the closing of the Public Offering, unless extended up to a maximum of sixty (60) days in accordance with the amended and restated memorandum and articles of association; or (ii) if the Sponsor or the Company become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Sponsor or the Company in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In addition, the obligations of the Sponsor to purchase the Forward Purchase Units are subject to fulfillment of customary closing conditions, including that the Initial Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units. Promissory Note — Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Public Offering. The loan was non-interest Advances from Related Parties An Affiliate of the Company’s executive officers and the Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest Administrative Service Fee The Company agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation of an Initial Business Combination and its liquidation, to pay an Affiliate of the Sponsor a monthly fee of up to $20,000 for office space, and secretarial and administrative services. The Company incurred $60,000 and $120,000 for such expenses under the administrative services agreement for the three and six months ended June 30, 2018, respectively. As of June 30, 2018, the outstanding payable due was $120,000 and included in accounts payable and accrued expenses on the condensed balance sheet. Related Party Loans In order to finance transaction costs in connection with an Initial Business Combination, an affiliate of the Sponsor may, but is not obligated to, loan the Company funds as may be required (“ Working Capital Loans

Shareholders' Equity

Shareholders' Equity	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Shareholders' Equity	NOTE 5. SHAREHOLDERS’ EQUITY Class A Ordinary Shares Class B Ordinary Shares as-converted Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Preference Shares Warrants The Private Placement Warrants are identical to the Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. If the Company is unable to complete an Initial Business Combination within 24 months from the consummation of the Public Offering and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 6. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2018 and December 31, 2017 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Description Fair Value Quoted Significant Significant Investments held in Trust Account June 30, 2018 $ 302,371,734 $ 302,371,734 $ — $ — December 31, 2017 $ 300,225,208 $ 300,225,208 $ — $ —

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of estimates	Use of estimates The preparation of condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of June 30, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures
Income taxes	Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements.
Redeemable ordinary shares	Redeemable ordinary shares As discussed in Note 1, all of the 30,000,000 Public Shares contain a redemption feature which allows for the redemption of such shares under the Company’s amended and restated memorandum and articles of association. In accordance with FASB ASC Topic 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC Topic 480. Although the Company has not specified a maximum redemption threshold, its amended and restated memorandum and articles of association provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, as of June 30, 2018 and December 31, 2017, 28,740,830 and 28,578,060, respectively, of 30,000,000 Public Shares were classified outside of permanent equity.
Private Placement Warrants	Private Placement Warrants Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants has been added to the proceeds from the Public Offering to be held in the Trust Account such that at the closing of the Public Offering $300,000,000 was held in the Trust Account. If an Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable
Net income (loss) per ordinary share	Net income (loss) per ordinary share Net income per ordinary share is computed by dividing net income applicable to ordinary shares by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 15,333,333 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class
Related Parties	Related Parties The Company follows FASB ASC subtopic 850-10 Pursuant to Section 850-10-20, Affiliate Section 825-10-15,
Subsequent Events	Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the condensed financial statements were issued are disclosed as subsequent events, while the condensed financial statements are adjusted to reflect any conditions that existed at the balance sheet date.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s 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 condensed financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Schedule of Company's Assets Measured on a Recurring Basis	The following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2018 and December 31, 2017 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Description Fair Value Quoted Significant Significant Investments held in Trust Account June 30, 2018 $ 302,371,734 $ 302,371,734 $ — $ — December 31, 2017 $ 300,225,208 $ 300,225,208 $ — $ —

Description of Organization a17

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Dec. 05, 2017
Organization Consolidation and Presentation of Financial Statements [Line Items]
Investments held in Trust Account	$ 302,371,734	$ 300,225,208	$ 300,000,000
Private Placement [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Warrant price	$ 0.01
Private Placement [Member] | Sponsor [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Private placement warrants to sponsor, shares	5,333,333		5,333,333
Warrant price	$ 1.50		$ 1.50
Minimum [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Percentage of fair market value of assets held in trust account represented by target business acquisitions	80.00%
Maximum [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Interest available to pay dissolution expenses	$ 100,000
Units [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Percentage of shares that must be redeemed if business combination is not completed within specified period from closing of public offering	100.00%
Specified period from closing of public offering to complete business combination	24 months
Units [Member] | Minimum [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Net tangible assets	$ 5,000,001
Trust Account [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
U.S. government treasury bills maturity	180 days

Summary of Significant Accoun18

Summary of Significant Accounting Policies - Additional information (Detail) - USD ($)	Jun. 30, 2018	Dec. 31, 2017	Dec. 05, 2017
Summary of Significant Accounting Policies [Line Items]
Federal depository insurance coverage	$ 250,000
Unrecognized tax benefits	0	$ 0
Income tax penalties and interest Accrued	$ 0	$ 0
Shares classified outside of permanent equity	28,740,830	28,578,060
Investments held in Trust Account	$ 302,371,734	$ 300,225,208	$ 300,000,000
Units [Member]
Summary of Significant Accounting Policies [Line Items]
Public units, shares	30,000,000
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Public units, shares	30,000,000	30,000,000
Exercise price of warrants	$ 11.50
Common shares called by warrants	15,333,333
Minimum [Member] | Units [Member]
Summary of Significant Accounting Policies [Line Items]
Net tangible assets	$ 5,000,001

Public Offering - Additional In

Public Offering - Additional Information (Detail) - $ / shares	Dec. 05, 2017	Jun. 30, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Number of ordinary shares included in each unit		1
Number of warrants included in each unit		0.3333
Warrant exercisable description		The Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering;
Warrant redemption price		$ 0.01
Warrant redemption period of written notice of redemption		30 days
Warrant redemption, threshold trading period		20 days
Warrant redemption, threshold consecutive trading days		30 days
Warrant redemption stock price trigger		$ 18
Underwriting discount rates		2.00%
Additional fees for deferred discount		3.50%
Sponsor [Member]
Class of Stock [Line Items]
Number of founder shares forfeited		1,125,000
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Private placement warrants to sponsor, shares		15,333,333
Exercise price of warrants		$ 11.50
Common stock par value		$ 0.0001	$ 0.0001
Number of shares called by each warrant		1
Warrant exercisable description		Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation.
IPO [Member] | Units [Member]
Class of Stock [Line Items]
Number of shares sold	30,000,000
Sale of shares, price per share	$ 10
Private Placement [Member]
Class of Stock [Line Items]
Exercise price of warrants		$ 0.01
Warrant redemption period of written notice of redemption		30 days
Warrant redemption, threshold trading period		20 days
Warrant redemption, threshold consecutive trading days		30 days
Warrant redemption stock price trigger		$ 18
Private Placement [Member] | Sponsor [Member]
Class of Stock [Line Items]
Private placement warrants to sponsor, shares	5,333,333	5,333,333
Exercise price of warrants	$ 1.50	$ 1.50
Over-Allotment Option [Member] | Units [Member]
Class of Stock [Line Items]
Underwriters option period		45 days
Underwriters option to purchase units		4,500,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Dec. 05, 2017	Sep. 30, 2017	Jun. 30, 2018	Jun. 30, 2018
Related Party Transaction [Line Items]
Initial business combination, description				The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of (a) one year after the completion of the Initial Business Combination or (b) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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, the Founder Shares will be released from such transfer restrictions.
Sponsor paid costs under promissory note			$ 300,000	$ 300,000
Sponsor amount per month				20,000
Administration fee paid the sponsor			$ 60,000	$ 120,000
Working capital loans, description of conversion terms				At the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.
Working capital loans, conversion price			$ 1.50	$ 1.50
Accounts Payable and Accrued Expenses [Member]
Related Party Transaction [Line Items]
Outstanding payable due			$ 120,000	$ 120,000
Maximum [Member]
Related Party Transaction [Line Items]
Aggregate loan amount				300,000
Working capital loans, amount convertible				$ 1,500,000
Sponsor [Member]
Related Party Transaction [Line Items]
Number of founder shares forfeited				1,125,000
Administration fee paid the sponsor			$ 60,000	$ 120,000
Affiliate of Executive Officers and Sponsor [Member]
Related Party Transaction [Line Items]
Administrative expenses and offering costs paid by affiliate				$ 212,573
Forward Purchase Agreement [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares sold	25,000,000
Purchase price of shares	$ 250,000,000
Sale of shares, price per share	$ 10
Number of warrants	8,333,333
Class B Ordinary Shares [Member]
Related Party Transaction [Line Items]
Over-allotment option expiration date				Jan. 31, 2018
Class B Ordinary Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares sold		8,625,000
Purchase price of shares		$ 25,000
Sale of shares, price per share		$ 0.003
Number of founder shares forfeited				1,125,000
Class A Ordinary Shares [Member]
Related Party Transaction [Line Items]
Founder shares release of transfer restriction, stock price trigger			$ 12	$ 12
Founder shares release of transfer restriction, threshold trading period				20 days
Founder shares release of transfer restriction, threshold consecutive trading period				30 days
Founder shares release of transfer restriction, period following initial business combination for consecutive trading period				150 days

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Stockholders Equity Disclosure [Line Items]
Shares classified outside of permanent equity	28,740,830	28,578,060
Common stock, shares forfeited		1,125,000
Preference shares, authorized	10,000,000	10,000,000
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, issued	0	0
Preference shares, outstanding	0	0
Warrant exercisable description	The Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering;
Warrant redemption period of written notice of redemption	30 days
Warrant redemption stock price trigger	$ 18
Warrant redemption, threshold trading period	20 days
Warrant redemption, threshold consecutive trading days	30 days
Private Placement [Member]
Stockholders Equity Disclosure [Line Items]
Price per warrants	$ 0.01
Warrant redemption period of written notice of redemption	30 days
Warrant redemption stock price trigger	$ 18
Warrant redemption, threshold trading period	20 days
Warrant redemption, threshold consecutive trading days	30 days
Class A Ordinary Shares [Member]
Stockholders Equity Disclosure [Line Items]
Common stock, authorized	350,000,000	350,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Number of votes entitled for each share held	one vote for each share
Common stock and temporary equity, issued and outstanding	30,000,000	30,000,000
Common stock, issued	1,259,170	1,421,940
Common stock, outstanding	1,259,170	1,421,940	[1]
Warrant exercisable description	Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation.
Price per warrants	$ 11.50
Class B Ordinary Shares [Member]
Stockholders Equity Disclosure [Line Items]
Common stock, authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Number of votes entitled for each share held	one vote for each share
Common stock, issued	7,500,000	7,500,000
Common stock, outstanding	7,500,000	7,500,000	[1]
Common stock, shares forfeited	1,125,000	1,125,000
Conversion basis percentage	20.00%
[1]	Share amounts as of December 31, 2017 have been retroactively restated to reflect the forfeiture of 1,125,000 shares in January 2018 as a result of the underwriters not exercising the over-allotment option.

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Company's Assets Measured on a Recurring Basis (Detail) - USD ($)	Jun. 30, 2018	Dec. 31, 2017	Dec. 05, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 302,371,734	$ 300,225,208	$ 300,000,000
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	302,371,734	300,225,208
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 302,371,734	$ 300,225,208